Exhibit 4.01


 


PUBLIC SERVICE COMPANY


OF COLORADO


 


TO


 


U.S. BANK TRUST NATIONAL ASSOCIATION,


 


as Trustee


 






 


Supplemental
Indenture No. 18


 


Dated
as of August 1, 2008


 


Supplemental
to the Indenture


dated
as of October 1, 1993


 






 


Establishing
the Securities of Series No. 18 and Series No. 19,

designated 5.80% First Mortgage Bonds, Series No. 18 due 2018 and 

6.50% First Mortgage Bonds, Series No. 19 due 2038, respectively


 

















 


SUPPLEMENTAL INDENTURE NO. 18,
dated as of August 1, 2008 between PUBLIC
SERVICE COMPANY OF COLORADO, a corporation duly organized and
existing under the laws of the State of Colorado (hereinafter sometimes called
the “Company”), and U.S. BANK TRUST NATIONAL
ASSOCIATION (formerly First Trust of New York, National Association),
a national banking association, as successor trustee (hereinafter sometimes
called the “Trustee”) to Morgan Guaranty Trust Company of New York under the
Indenture, dated as of October 1, 1993 (hereinafter called the “Original
Indenture”), as previously supplemented and as further supplemented by this
Supplemental Indenture No. 18.  The
Original Indenture and any and all indentures and all other instruments
supplemental thereto are hereinafter sometimes collectively called the “Indenture”.


 


Recitals of the Company


 


The Original
Indenture was authorized, executed and delivered by the Company to provide for
the issuance from time to time of its Securities (such term and all other
capitalized terms used herein without definition having the meanings assigned
to them in the Original Indenture), to be issued in one or more series as
contemplated therein, and to provide security for the payment of the principal
of and premium, if any, and interest, if any, on the Securities.  The Original Indenture has been recorded in
the office of the Clerk and Recorder of each county in the State of Colorado in
which the Company owns real property that is used in or in connection with the
Electric Utility Business, as more fully set forth in Schedule A hereto.


 


The Company
has heretofore executed and delivered to the Trustee the Supplemental
Indentures referred to in Schedule B hereto for the purpose of establishing a
series of bonds and appointing the successor Trustee.


 


The Company
desires to establish two new series of Securities to be designated “5.80% First
Mortgage Bonds, Series No. 18 due 2018” and “6.50% First Mortgage
Bonds, Series No. 19 due 2038,” such series of Securities to be
hereinafter sometimes called “Series No. 18” and “Series No. 19,”
respectively.


 


The Company
has duly authorized the execution and delivery of this Supplemental Indenture No. 18
to establish the Securities of Series No. 18 and Series No. 19
and has duly authorized the issuance of such Securities; and all acts necessary
to make this Supplemental Indenture No. 18 a valid agreement of the
Company, and to make the Securities of Series No. 18 and Series No. 19
valid obligations of the Company, have been performed.


 


Granting Clauses


 


NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE
NO. 18 WITNESSETH, that, in consideration of the
premises and of the purchase of the Securities by the Holders thereof, and in
order to secure the payment of the principal of and premium, if any, and
interest, if any, on all Securities from time to time Outstanding and the
performance of the covenants contained therein and in the Indenture and to
declare the terms and conditions on which such Securities are secured, the
Company hereby grants, bargains, sells, releases, conveys, assigns, transfers,
mortgages, pledges, sets over and confirms to the Trustee, and grants to the
Trustee a security interest in, the following:


 


Granting Clause First


 


All right, title and interest
of the Company, as of the date of the execution and delivery of this
Supplemental Indenture No. 18, in and to property (other than Excepted
Property), real, personal and mixed and wherever situated, in any case used or
to be used in or in connection with the Electric Utility Business (whether or
not such use is the sole 


 

















 


use of such
property), including without limitation (a) all lands and interest in land
described or referred to in Schedule C hereto; (b) all other lands,
easements, servitudes, licenses, permits, rights of way and other rights and
interests in or relating to real property used or to be used in or in connection
with the Electric Utility Business or relating to the occupancy or use of such
real property, subject however, to the exceptions and exclusions set forth in
clause (a) of Granting Clause First of the Original Indenture; (c) all
plants, generators, turbines, engines, boilers, fuel handling and
transportation facilities, air and water pollution control and sewage and solid
waste disposal facilities and other machinery and facilities for the generation
of electric energy; (d) all switchyards, lines, towers, substations,
transformers and other machinery and facilities for the transmission of
electric energy; (e) all lines, poles, conduits, conductors, meters,
regulators and other machinery and facilities for the distribution of electric
energy; (f) all buildings, offices, warehouses and other structures used
or to be used in or in connection with the Electric Utility Business; (g) all
pipes, cables, insulators, ducts, tools, computers and other data processing
and/or storage equipment and other equipment, apparatus and facilities used or
to be used in or in connection with the Electric Utility Business; (h) any
or all of the foregoing properties in the process of construction; and (i) all
other property, of whatever kind and nature, ancillary to or otherwise used or
to be used in conjunction with any or all of the foregoing or otherwise,
directly or indirectly, in furtherance of the Electric Utility Business;


 


Granting Clause Second


 


Subject to the applicable
exceptions permitted by Section 810(c), Section 1303 and Section 1305
of the Original Indenture, all property (other than Excepted Property) of the
kind and nature described in Granting Clause First which may be hereafter
acquired by the Company, it being the intention of the Company that all such
property acquired by the Company after the date of the execution and delivery
of this Supplemental Indenture No. 18 shall be as fully embraced within
and subjected to the Lien hereof as if such property were owned by the Company
as of the date of the execution and delivery of this Supplemental Indenture No. 18;


 


Granting Clause Fourth


 


All other property of whatever
kind and nature subjected or required to be subjected to the Lien of the
Indenture by any of the provisions thereof;


 


This Instrument shall
constitute a financing statement under the Colorado Uniform Commercial Code
(the “UCC”) to be filed in the real estate records, and is filed as a fixture
filing under the UCC covering goods which are, or are to become, fixtures on
the real property described herein, in the Original Indenture and all
supplements to the Original Indenture;


 


Excepted Property


 


Expressly excepting and
excluding, however, from the Lien and operation of the Indenture all Excepted
Property of the Company, whether now owned or hereafter acquired;


 


TO HAVE AND TO HOLD
all such property, real, personal and mixed, unto the Trustee, its successors
in trust and their assigns forever;


 


2

















 


SUBJECT, HOWEVER, to
(a) Liens existing at the date of the execution and delivery of the
Original Indenture, (b) as to property acquired by the Company after the
date of the execution and delivery of the Original Indenture, Liens existing or
placed thereon at the time of the acquisition thereof (including, but not limited
to, the Lien of any Class A Mortgage and purchase money Liens), (c) Retained
Interests and (d) any other Permitted Liens, it being understood that,
with respect to any property which was at the date of execution and delivery of
the Original Indenture or thereafter became or hereafter becomes subject to the
Lien of any Class A Mortgage, the Lien of the Indenture shall at all times
be junior, subject and subordinate to the Lien of such Class A Mortgage;


 


IN TRUST, NEVERTHELESS,
for the equal and proportionate benefit and security of the Holders from time
to time of all Outstanding Securities without any priority of any such Security
over any other such Security;


 


PROVIDED, HOWEVER,
that the right, title and interest of the Trustee in and to the Mortgaged Property
shall cease, terminate and become void in accordance with, and subject to the
conditions set forth in, Article Nine of the Original Indenture, and if,
thereafter, the principal of and premium, if any, and interest, if any, on the
Securities shall have been paid to the Holders thereof, or shall have been paid
to the Company pursuant to Section 603 of the Original Indenture, then and
in that case the Indenture shall terminate, and the Trustee shall execute and
deliver to the Company such instruments as the Company shall require to
evidence such termination; otherwise the Indenture, and the estate and rights
thereby granted shall be and remain in full force and effect; and


 


THE PARTIES HEREBY FURTHER COVENANT AND AGREE
as follows:


 


ARTICLE ONE



Securities of Series No. 18


 


There are
hereby established the Securities of Series No. 18, which shall have
the terms and characteristics set forth below (the lettered subdivisions set
forth below corresponding to the lettered subdivisions of Section 301 of
the Original Indenture):


 


(a)           the title of the Securities of Series No. 18
shall be “5.80% First Mortgage Bonds, Series No. 18 due 2018”;


 


(b)           the Securities of Series No. 18
shall initially be authenticated and delivered in the aggregate principal
amount of $300,000,000. The Securities of Series No. 18 may be
reopened and additional Securities of Series No. 18 may be issued in
excess of the amount initially authenticated and delivered, provided that such
additional Securities of Series No. 18 will contain the same terms
(including the Stated Maturity and interest rate) as the other Securities of Series No. 18.
Any such additional Securities of Series No. 18, together with the
Securities of Series No. 18 initially authenticated, shall constitute
a single series for purposes of the Indenture and shall be limited to an
aggregate principal amount of $550,000,000;


 


(c)           interest on the Securities of Series No. 18
shall be payable to the Persons in whose names such Securities are registered
at the close of business on the Regular Record Date for such interest, except
as otherwise expressly provided in the form of such Securities attached as Exhibit A
hereto;


 


(d)           the principal of the Securities
of Series No. 18 shall be payable on August 1, 2018, the Stated
Maturity for Series No. 18;


 


3

















 


(e)           the Securities of Series No. 18
shall bear interest at a rate of 5.80% per annum; interest shall accrue on the
Securities of Series No. 18 from August 13, 2008 or the most
recent date to which interest has been paid or duly provided for; the Interest
Payment Dates for such Securities shall be February 1 and August 1 in
each year, commencing February 1, 2009 and the Regular Record Dates with
respect to the Interest Payment Dates for such Securities shall be January 15
and July 15 in each year, respectively (whether or not a Business Day);


 


(f)            the Corporate Trust Office of
U.S. Bank Trust National Association in New York, New York shall be the place
at which (i) the principal of, premium, if any, and interest, if any, on
the Securities of Series No. 18 shall be payable, (ii) registration
of transfer of such Securities may be effected, (iii) exchanges of such
Securities may be effected and (iv) notices and demands to or upon the
Company in respect of such Securities and the Indenture may be served; and U.S.
Bank Trust National Association shall be the Security Registrar for such
Securities; provided, however, that the Company reserves the right to change,
by one or more Officer’s Certificates, any such place or the Security
Registrar; and provided, further, that the Company reserves the right to
designate, by one or more Officer’s Certificates, its principal office in
Denver, Colorado as any such place or itself as the Security Registrar;


 


(g)           the Securities of Series No. 18
shall be redeemable at the option of the Company at any time prior to their
Maturity, in whole or in part, at a redemption price equal to the greater of (i) 100%
of the principal amount thereof to be redeemed, or (ii) the sum of the
present values of the remaining scheduled payments of principal and interest on
such Securities to be redeemed (excluding the portion of any such interest
accrued to the Redemption Date), discounted to the Redemption Date on a
semi-annual basis (assuming a 360-day year consisting of twelve 30-day months)
at the Treasury Yield plus 30 basis points, plus in each case, accrued and
unpaid interest to the Redemption Date. 
For purposes hereof, the following defined terms shall have the meaning
ascribed to them:


 


“Treasury Yield” means, for any
Redemption Date (1) the yield, under the heading which represents the
average for the immediately preceding week, appearing in the most recently
published statistical release designated “H.15(519)” or any successor
publication which is published weekly by the Board of Governors of the Federal
Reserve System and which establishes yields on actively traded U.S. Treasury
securities adjusted to constant maturity under the caption “Treasury Constant
Maturities,” for the maturity corresponding to the Comparable Treasury Issue
(if no maturity is within three months before or after the remaining term,
yields for the two published maturities most closely corresponding to the
Comparable Treasury Issue will be determined and the Treasury Yield will be
interpolated or extrapolated from such yields on a straight line basis,
rounding to the nearest month); or (2) if such release (or any successor
release) is not published during the week preceding the calculation date or
does not contain such yields, the rate per annum equal to the semiannual
equivalent yield to maturity of the Comparable Treasury Issue, calculated using
a price for the Comparable Treasury Issue (expressed as a percentage of its
principal amount) equal to the Comparable Treasury Price for such Redemption
Date.  The Treasury Yield for any
Redemption Date shall be calculated on the third Business Day preceding such
Redemption Date.


 


“Comparable Treasury Issue”
means the United States Treasury security selected by the Independent
Investment Banker as having a maturity comparable to the remaining term of the
Securities of Series No. 18 that would be utilized, at the time of
selection and in accordance with customary financial practice, in pricing new
issues of corporate debt securities of comparable maturity to the remaining
term of the Securities of Series No. 18.


 


4

















 


“Comparable Treasury Price”
means (i) the average of the Reference Treasury Dealer Quotations for the
Redemption Date, after excluding the highest and lowest Reference Treasury
Dealer Quotations for such Redemption Date or (ii) if the Trustee obtains
fewer than four Reference Treasury Dealer Quotations for the Redemption Date,
the average of all of the Reference Treasury Dealer Quotations for such
Redemption Date.


 


“Independent Investment Banker”
means Goldman, Sachs & Co. or Lehman Brothers Inc. or their respective
successors or, if such firms or their successors are unwilling or unable to
select the Comparable Treasury Issue, an independent investment banking
institution of national standing appointed by the Trustee after consultation
with the Company.


 


 “Reference Treasury Dealer” means (1) each
of Goldman, Sachs & Co. and Lehman Brothers Inc. and any other Primary
Treasury Dealer designated by, and not affiliated with, Goldman, Sachs &
Co. or Lehman Brothers Inc. or their respective successors, provided, however,
that if Goldman, Sachs & Co. or Lehman Brothers Inc. or any of their
respective designees ceases to be a Primary Treasury Dealer, the Company will
appoint another Primary Treasury Dealer as a substitute and (2) any other
Primary Treasury Dealer selected by the Company after consultation with an
Independent Investment Banker.


 


“Primary Treasury Dealer” means
any primary U.S. Government securities dealer in the United States.


 


“Reference Treasury Dealer
Quotations” means, for each Reference Treasury Dealer and any Redemption Date,
the average, as determined by the Independent Investment Banker, of the bid and
asked prices for the Comparable Treasury Issue (expressed in each case as a
percentage of its principal amount) quoted in writing to the Independent
Investment Banker by the Reference Treasury Dealer at 5:00 p.m. New York
City time on the third Business Day preceding the Redemption Date.


 


(h)           not applicable;


 


(i)            the Securities of Series No. 18
shall be issuable in denominations of $2,000 and multiples of $1,000 in excess thereof;


 


(j)            not applicable;


 


(k)           not applicable;


 


(l)            not applicable;


 


(m)          not applicable;


 


(n)           not applicable;


 


(o)           not applicable;


 


(p)           not applicable;


 


(q)           the Securities of Series No. 18
are to be initially registered in the name of Cede & Co., as nominee
for The Depository Trust Company (the “Depositary”).  Such Securities shall not be transferable or
exchangeable, nor shall any purported transfer be registered, except as
follows:


 


5

















 


(i)            such Securities may be
transferred in whole, and appropriate registration of transfer effected, if
such transfer is by such nominee to the Depositary, or by the Depositary to
another nominee thereof, or by any nominee of the Depositary to any other
nominee thereof, or by the Depositary or any nominee thereof to any successor
securities depositary or any nominee thereof; and


 


(ii)           such Securities may be exchanged for definitive Securities
registered in the respective names of the beneficial holders thereof, and
thereafter shall be transferable without restriction, if:


 


(A)          the Depositary, or any successor securities
depositary, shall have notified the Company and the Trustee that it is
unwilling or unable to continue to act as securities depositary with respect to
such Securities or the Depositary has ceased to be a clearing agency registered
under the Securities Exchange Act of 1934, as amended, and the Trustee shall
not have been notified by the Company within ninety (90) days of the identity
of a successor securities depositary with respect to such Securities; or


 


(B)           the Company shall have delivered to the
Trustee a Company Order to the effect that such Securities shall be so
exchangeable on and after a date specified therein; or


 


(C)   (1)  an Event of Default
shall have occurred and be continuing, (2) the Trustee shall have given
notice of such Event of Default pursuant to Section 1102 of the Original
Indenture and (3) there shall have been delivered to the Company and the
Trustee an Opinion of Counsel to the effect that the interests of the
beneficial owners of such Securities in respect thereof will be materially
impaired unless such owners become Holders of definitive Securities;


 


(r)            not applicable;


 


(s)           no service charge shall be made
for the registration of transfer or exchange of the Securities of Series No. 18;
provided, however, that the Company may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection with the
exchange or transfer;


 


(t)            not applicable;


 


(u)                                 (i)            If the Company shall have caused
the Company’s indebtedness in respect of any Securities of Series No. 18
to have been satisfied and discharged prior to the Maturity of such Securities,
as provided in Section 901 of the Original Indenture, the Company shall,
promptly after the date of such satisfaction and discharge, give a notice to
each Person who was a Holder of any of such Securities on such date stating (A)(1) the
aggregate principal amount of such Securities and (2) the aggregate amount
of any money (other than amounts, if any, deposited in respect of accrued
interest on such Securities) and the aggregate principal amount of, the rate or
rates of interest on, and the aggregate fair market value of, any Eligible
Obligations deposited pursuant to Section 901 of the Original Indenture
with respect to such Securities and (B) that the Company will provide (and
the Company shall promptly so provide) to such Person, or any 


 


6

















 


beneficial
owner of such Securities holding through such Person (upon written request to
the Company sent to an address specified in such notice), such other
information as such Person or beneficial owner, as the case may be, reasonably
may request in order to enable it to determine the federal income tax
consequences to it resulting from the satisfaction and discharge of the Company’s
indebtedness in respect of such Securities. 
Thereafter, the Company shall, within forty-five (45) days after the end
of each calendar year, give to each Person who at any time during such calendar
year was a Holder of such Securities a notice containing (X) such
information as may be necessary to enable such Person to report its income,
gain or loss for federal income tax purposes with respect to such Securities or
the assets held on deposit in respect thereof during such calendar year or the portion
thereof during which such Person was a Holder of such Securities, as the case
may be (such information to be set forth for such calendar year as a whole and
for each month during such year) and (Y) a statement to the effect that
the Company will provide (and the Company shall promptly so provide) to such
Person, or any beneficial owner of such Securities holding through such Person
(upon written request to the Company sent to an address specified in such
notice), such other information as such Person or beneficial owner, as the case
may be, reasonably may request in order to enable it to determine its income,
gain or loss for federal income tax purposes with respect to such Securities or
such assets for such year or portion thereof, as the case may be.  The obligation of the Company to provide or
cause to be provided information for purposes of income tax reporting by any
Person as described in the first two sentences of this paragraph shall be
deemed to have been satisfied to the extent that the Company has provided or
caused to be provided substantially comparable information pursuant to any
requirements of the Internal Revenue Code of 1986, as amended from time to time
(the “Code”) and United States Treasury regulations thereunder.


 


(ii)           Notwithstanding the provisions of subparagraph (i) above,
the Company shall not be required to give any notice specified in such
subparagraph or to otherwise furnish any of the information contemplated
therein if the Company shall have delivered to the Trustee an Opinion of
Counsel to the effect that the Holders of such Securities will not recognize
income, gain or loss for federal income tax purposes as a result of the
satisfaction and discharge of the Company’s indebtedness in respect of such
Securities and such Holders will be subject to federal income taxation on the
same amounts and in the same manner and at the same times as if such
satisfaction and discharge had not occurred.


 


(iii)          Anything in this clause (u) to the contrary
notwithstanding, the Company shall not be required to give any notice specified
in subparagraph (i) or to otherwise furnish the information contemplated
therein or to deliver any Opinion of Counsel contemplated by subparagraph (ii) if
the Company shall have caused Securities of Series No. 18 to be
deemed to have been paid for purposes of the Indenture, as provided in Section 901
of the Original Indenture, but shall not have effected the satisfaction and
discharge of its indebtedness in respect of such Securities pursuant to such
Section.


 


(v)           The Securities of Series No. 18
shall be substantially in the form attached hereto as Exhibit A and shall
have such further terms as are set forth in such form.


 


7

















 


ARTICLE TWO



Securities of Series No. 19


 


There are
hereby established the Securities of Series No. 19, which shall have
the terms and characteristics set forth below (the lettered subdivisions set
forth below corresponding to the lettered subdivisions of Section 301 of
the Original Indenture):


 


(a)           the title of the Securities of Series No. 19
shall be “6.50% First Mortgage Bonds, Series No. 19 due 2038”;


 


(b)           the Securities of Series No. 19
shall initially be authenticated and delivered in the aggregate principal
amount of $300,000,000.  The
Securities of Series No. 19 may be reopened and additional Securities
of Series No. 19 may be issued in excess of the amount initially
authenticated and delivered, provided that such additional Securities of Series No. 19
will contain the same terms (including the Stated Maturity and interest rate)
as the other Securities of Series No. 19. Any such additional
Securities of Series No. 19, together with the Securities of Series No. 19
initially authenticated, shall constitute a single series for purposes of the
Indenture and shall be limited to an aggregate principal amount of
$550,000,000;


 


(c)           interest on the Securities of Series No. 19
shall be payable to the Persons in whose names such Securities are registered
at the close of business on the Regular Record Date for such interest, except
as otherwise expressly provided in the form of such Securities attached as Exhibit B
hereto;


 


(d)           the principal of the Securities
of Series No. 19 shall be payable on August 1, 2038 the Stated
Maturity for Series No. 19;


 


(e)           the Securities of Series No. 19
shall bear interest at a rate of 6.50% per annum; interest shall accrue on the
Securities of Series No. 19 from August 13, 2008 or the most
recent date to which interest has been paid or duly provided for; the Interest
Payment Dates for such Securities shall be February 1 and August 1 in
each year, commencing February 1, 2009 and the Regular Record Dates with
respect to the Interest Payment Dates for such Securities shall be January 15
and July 15 in each year, respectively (whether or not a Business Day);


 


(f)            the Corporate Trust Office of
U.S. Bank Trust National Association in New York, New York shall be the place
at which (i) the principal of, premium, if any, and interest, if any, on
the Securities of Series No. 19 shall be payable, (ii) registration
of transfer of such Securities may be effected, (iii) exchanges of such
Securities may be effected and (iv) notices and demands to or upon the
Company in respect of such Securities and the Indenture may be served; and U.S.
Bank Trust National Association shall be the Security Registrar for such
Securities; provided, however, that the Company reserves the right to change,
by one or more Officer’s Certificates, any such place or the Security
Registrar; and provided, further, that the Company reserves the right to
designate, by one or more Officer’s Certificates, its principal office in
Denver, Colorado as any such place or itself as the Security Registrar;


 


(g)           the Securities of Series No. 19
shall be redeemable at the option of the Company at any time prior to their
Maturity, in whole or in part, at a redemption price equal to the greater of (i) 100%
of the principal amount thereof to be redeemed, or (ii) the sum of the 


 


8

















 


present
values of the remaining scheduled payments of principal and interest on such
Securities to be redeemed (excluding the portion of any such interest accrued
to the Redemption Date), discounted to the Redemption Date on a semi-annual
basis (assuming a 360-day year consisting of twelve 30-day months) at the
Treasury Yield plus 30 basis points, plus in each case, accrued and unpaid
interest to the Redemption Date.  For
purposes hereof, the following defined terms shall have the meaning ascribed to
them:


 


“Treasury Yield” means, for any
Redemption Date (1) the yield, under the heading which represents the
average for the immediately preceding week, appearing in the most recently
published statistical release designated “H.15(519)” or any successor
publication which is published weekly by the Board of Governors of the Federal
Reserve System and which establishes yields on actively traded U.S. Treasury
securities adjusted to constant maturity under the caption “Treasury Constant
Maturities,” for the maturity corresponding to the Comparable Treasury Issue
(if no maturity is within three months before or after the remaining term,
yields for the two published maturities most closely corresponding to the
Comparable Treasury Issue will be determined and the Treasury Yield will be
interpolated or extrapolated from such yields on a straight line basis,
rounding to the nearest month); or (2) if such release (or any successor
release) is not published during the week preceding the calculation date or
does not contain such yields, the rate per annum equal to the semiannual
equivalent yield to maturity of the Comparable Treasury Issue, calculated using
a price for the Comparable Treasury Issue (expressed as a percentage of its
principal amount) equal to the Comparable Treasury Price for such Redemption
Date.  The Treasury Yield for any
Redemption Date shall be calculated on the third Business Day preceding such
Redemption Date.


 


“Comparable Treasury Issue”
means the United States Treasury security selected by the Independent Investment
Banker as having a maturity comparable to the remaining term of the Securities
of Series No. 19 that would be utilized, at the time of selection and
in accordance with customary financial practice, in pricing new issues of
corporate debt securities of comparable maturity to the remaining term of the
Securities of Series No. 19.


 


“Comparable Treasury Price”
means (i) the average of the Reference Treasury Dealer Quotations for the
Redemption Date, after excluding the highest and lowest Reference Treasury Dealer
Quotations for such Redemption Date or (ii) if the Trustee obtains fewer
than four Reference Treasury Dealer Quotations for the Redemption Date, the
average of all of the Reference Treasury Dealer Quotations for such Redemption
Date.


 


“Independent Investment Banker”
means Goldman, Sachs & Co. or Lehman Brothers Inc. or their respective
successors or, if such firms or their successors are unwilling or unable to
select the Comparable Treasury Issue, an independent investment banking
institution of national standing appointed by the Trustee after consultation
with the Company.


 


 “Reference Treasury Dealer” means (1) each
of Goldman, Sachs & Co. and Lehman Brothers Inc. and any other Primary
Treasury Dealer designated by, and not affiliated with, Goldman, Sachs &
Co. or Lehman Brothers Inc. or their respective successors, provided, however,
that if Goldman, Sachs & Co. or Lehman Brothers Inc. or any of their
respective designees ceases to be a Primary Treasury Dealer, the Company will
appoint another Primary Treasury Dealer as a substitute and (2) any other
Primary Treasury Dealer selected by the Company after consultation with an
Independent Investment Banker.


 


“Primary Treasury Dealer” means
any primary U.S. Government securities dealer in the United States.


 


9


















 


“Reference Treasury Dealer
Quotations” means, for each Reference Treasury Dealer and any Redemption Date,
the average, as determined by the Independent Investment Banker, of the bid and
asked prices for the Comparable Treasury Issue (expressed in each case as a
percentage of its principal amount) quoted in writing to the Independent
Investment Banker by the Reference Treasury Dealer at 5:00 p.m. New York
City time on the third Business Day preceding the Redemption Date.


 


(h)           not applicable;


 


(i)            the Securities of Series No. 19
shall be issuable in denominations of $2,000 and multiples of $1,000 in excess
thereof;


 


(j)            not applicable;


 


(k)           not applicable;


 


(l)            not applicable;


 


(m)          not applicable;


 


(n)           not applicable;


 


(o)           not applicable;


 


(p)           not applicable;


 


(q)           the Securities of Series No. 19
are to be initially registered in the name of Cede & Co., as nominee
for The Depository Trust Company (the “Depositary”).  Such Securities shall not be transferable or
exchangeable, nor shall any purported transfer be registered, except as
follows:


 


(i)            such Securities may
be transferred in whole, and appropriate registration of transfer effected, if
such transfer is by such nominee to the Depositary, or by the Depositary to
another nominee thereof, or by any nominee of the Depositary to any other
nominee thereof, or by the Depositary or any nominee thereof to any successor
securities depositary or any nominee thereof; and


 


(ii)           such Securities may
be exchanged for definitive Securities registered in the respective names of
the beneficial holders thereof, and thereafter shall be transferable without
restriction, if:


 


(A)          the
Depositary, or any successor securities depositary, shall have notified the
Company and the Trustee that it is unwilling or unable to continue to act as
securities depositary with respect to such Securities or the Depositary has
ceased to be a clearing agency registered under the Securities Exchange Act of
1934, as amended, and the Trustee shall not have been notified by the Company
within ninety (90) days of the identity of a successor securities depositary
with respect to such Securities; or


 


(B)           the
Company shall have delivered to the Trustee a Company Order to the effect that
such Securities shall be so exchangeable on and after a date specified therein;
or


 


10

















 


(C)           (1) an
Event of Default shall have occurred and be continuing, (2) the Trustee
shall have given notice of such Event of Default pursuant to Section 1102
of the Original Indenture and (3) there shall have been delivered to the
Company and the Trustee an Opinion of Counsel to the effect that the interests
of the beneficial owners of such Securities in respect thereof will be
materially impaired unless such owners become Holders of definitive Securities;


 


(r)            not applicable;


 


(s)           no service charge shall be made for
the registration of transfer or exchange of the Securities of Series No. 19;
provided, however, that the Company may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection with the
exchange or transfer;


 


(t)            not applicable;


 


(u)                                 (i)            If the Company shall have caused the Company’s
indebtedness in respect of any Securities of Series No. 19 to have
been satisfied and discharged prior to the Maturity of such Securities, as
provided in Section 901 of the Original Indenture, the Company shall,
promptly after the date of such satisfaction and discharge, give a notice to
each Person who was a Holder of any of such Securities on such date stating (A)(1) the
aggregate principal amount of such Securities and (2) the aggregate amount
of any money (other than amounts, if any, deposited in respect of accrued
interest on such Securities) and the aggregate principal amount of, the rate or
rates of interest on, and the aggregate fair market value of, any Eligible
Obligations deposited pursuant to Section 901 of the Original Indenture
with respect to such Securities and (B) that the Company will provide (and
the Company shall promptly so provide) to such Person, or any beneficial owner
of such Securities holding through such Person (upon written request to the
Company sent to an address specified in such notice), such other information as
such Person or beneficial owner, as the case may be, reasonably may request in
order to enable it to determine the federal income tax consequences to it
resulting from the satisfaction and discharge of the Company’s indebtedness in
respect of such Securities.  Thereafter,
the Company shall, within forty-five (45) days after the end of each calendar
year, give to each Person who at any time during such calendar year was a
Holder of such Securities a notice containing (X) such information as may
be necessary to enable such Person to report its income, gain or loss for
federal income tax purposes with respect to such Securities or the assets held
on deposit in respect thereof during such calendar year or the portion thereof
during which such Person was a Holder of such Securities, as the case may be
(such information to be set forth for such calendar year as a whole and for
each month during such year) and (Y) a statement to the effect that the
Company will provide (and the Company shall promptly so provide) to such
Person, or any beneficial owner of such Securities holding through such Person
(upon written request to the Company sent to an address specified in such
notice), such other information as such Person or beneficial owner, as the case
may be, reasonably may request in order to enable it to determine its income,
gain or loss for federal income tax purposes with respect to such Securities or
such assets for such year or portion thereof, as the case may be.  The obligation of the Company to provide or
cause to be provided information for purposes of income tax reporting by any
Person as 


 


11

















 


described
in the first two sentences of this paragraph shall be deemed to have been
satisfied to the extent that the Company has provided or caused to be provided
substantially comparable information pursuant to any requirements of the
Internal Revenue Code of 1986, as amended from time to time (the “Code”) and
United States Treasury regulations thereunder.


 


(ii)           Notwithstanding the
provisions of subparagraph (i) above, the Company shall not be required to
give any notice specified in such subparagraph or to otherwise furnish any of
the information contemplated therein if the Company shall have delivered to the
Trustee an Opinion of Counsel to the effect that the Holders of such Securities
will not recognize income, gain or loss for federal income tax purposes as a
result of the satisfaction and discharge of the Company’s indebtedness in
respect of such Securities and such Holders will be subject to federal income
taxation on the same amounts and in the same manner and at the same times as if
such satisfaction and discharge had not occurred.


 


(iii)          Anything in this
clause (u) to the contrary notwithstanding, the Company shall not be
required to give any notice specified in subparagraph (i) or to otherwise
furnish the information contemplated therein or to deliver any Opinion of
Counsel contemplated by subparagraph (ii) if the Company shall have caused
Securities of Series No. 19 to be deemed to have been paid for
purposes of the Indenture, as provided in Section 901 of the Original
Indenture, but shall not have effected the satisfaction and discharge of its
indebtedness in respect of such Securities pursuant to such Section.


 


The Securities
of Series No. 19 shall be substantially in the form attached hereto
as Exhibit B and shall have such further terms as are set forth in such
form.


 


ARTICLE THREE


 


Miscellaneous
Provisions


 


This
Supplemental Indenture No. 18 is a supplement to the Original
Indenture.  As previously supplemented
and further supplemented by this Supplemental Indenture No. 18, the
Original Indenture is in all respects ratified, approved and confirmed, and the
Original Indenture, all previous supplements thereto and this Supplemental
Indenture No. 18 shall together constitute one and the same instrument.


 


12

















 


IN WITNESS WHEREOF,
the parties hereto have caused this Supplemental Indenture No. 18 to be
duly executed as of the day and year first above written.


 


 


	
   

  	
  PUBLIC SERVICE COMPANY OF COLORADO

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ George E. Tyson II

  
	
   

  	
   

  
	
   

  	
  Name: George
  E. Tyson II

  
	
   

  	
  Title: Vice
  President and Treasurer

  



 


 


	
  STATE OF MINNESOTA

  	
  )

  	
   

  
	
   

  	
  ) ss:

  	
   

  
	
  COUNTY OF HENNEPIN

  	
  )

  	
   

  



 


The foregoing was
acknowledged before me this 1st day of August, 2008, by George E. Tyson II, the
Vice President and Treasurer of Public Service Company of Colorado, a
corporation organized under the laws of Colorado, on behalf of the corporation.


 


Witness my hand and official seal.


 


My commission expires:  January 31,
2010


 


 


	
   

  	
  /s/ Sharon M. Quellhorst

  
	
   

  	
  Name: Sharon M. Quellhorst

  
	
   

  	
  Notary Public

  



 


13

















 


	
   

  	
  U.S. BANK TRUST NATIONAL ASSOCIATION,

  
	
   

  	
   

  	
  Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ K. Wendy Kumar

  
	
   

  	
  Name: K.
  Wendy Kumar

  
	
   

  	
  Title: Vice
  President

  
				



 


 


	
  STATE OF NEW YORK

  	
  )

  	
   

  
	
   

  	
  ) ss:

  	
   

  
	
  COUNTY OF QUEENS

  	
  )

  	
   

  



 


On the 1st day
of August, 2008, before me personally came K. Wendy Kumar, to me known, who,
being by me duly sworn, did depose and say that she is a Vice President of U.S.
Bank Trust National Association,  the
banking association described in and which executed the foregoing instrument;
and that she signed her name thereto by authority of the Board of Directors of
said banking association.


 


	
   

  	
  /s/ Carolyn R. Sinclair

  
	
   

  	
  Name: Carolyn R. Sinclair

  
	
   

  	
  Notary Public, State of New York

  
	
   

  	
  Commission Expires: December 20, 2009

  



 


14

















 


EXHIBIT A


 


FORM OF SECURITY


 


(See legend at the end of this Security for

restrictions on transfer)


 


PUBLIC SERVICE COMPANY OF COLORADO

First Mortgage Bond, Series No. 18


 


	
  Original
  Interest Accrual Date

  	
   

  	
  August 13,
  2008

  	
   

  
	
  Interest
  Rate:

  	
   

  	
  5.80% per
  annum

  	
   

  
	
  Stated
  Maturity:

  	
   

  	
  August 1,
  2018

  	
   

  
	
  Interest
  Payment Dates:

  	
   

  	
  February 1
  and August 1

  	
   

  
	
  Regular
  Record Dates:

  	
   

  	
  January 15
  and July 15

  	
   

  



 


	
  This
  Security is not a Discount Security

  
	
  within the
  meaning of the within-mentioned Indenture

  
	
   

  



 


	
  Principal Amount

  	
   

  	
  Registered No.                      

  
	
  $

  	
   

  	
   

  



 


PUBLIC SERVICE
COMPANY OF COLORADO, a corporation duly organized and existing under the laws
of the State of Colorado (herein called the “Company,” which term includes any
successor corporation under the Indenture referred to below), for value
received, hereby promises to pay to


 


, or registered assigns, the principal sum of


 


Dollars on the Stated Maturity specified above, and to pay interest
thereon from the Original Interest Accrual Date specified above or from the
most recent Interest Payment Date to which interest has been paid or duly
provided for, semi-annually in arrears on the Interest Payment Dates specified
above in each year, commencing February 1, 2009 and at Maturity, at the
Interest Rate per annum specified above, until the principal hereof is paid or
duly provided for.  The interest so
payable, and paid or duly provided for, on any Interest Payment Date shall, as
provided in such Indenture, be paid to the Person in whose name this Security
(or one or more Predecessor Securities) is registered at the close of business
on the Regular Record Date specified above (whether or not a Business Day) next
preceding such Interest Payment Date. 
Notwithstanding the foregoing, interest payable at Maturity shall be
paid to the Person to whom principal shall be paid.  Except as otherwise provided in said
Indenture, any such interest not so paid or duly provided for shall forthwith
cease to be payable to the Holder on such Regular Record Date and may either be
paid to the Person in whose name this Security (or one or more Predecessor
Securities) is registered at the close of business on a Special Record Date for
the payment of such Defaulted Interest to be fixed by the Trustee, notice of
which shall be given to Holders of Securities of this series not less than 15
days prior to such Special Record Date, or be paid in such other manner as
permitted by the Indenture.


 


A-1

















 


Payment of the
principal of this Security and interest hereon at Maturity shall be made upon
presentation of this Security at the Corporate Trust Office of U.S. Bank Trust
National Association, in New York, New York or at such other office or agency
as may be designated for such purpose by the Company from time to time.  Payment of interest on this Security (other
than interest at Maturity) shall be made by check mailed to the address of the
Person entitled thereto as such address shall appear in the Security Register,
except that if such Person shall be a securities depositary, such payment may
be made by such other means in lieu of check as shall be agreed upon by the
Company, the Trustee and such Person. 
Payment of the principal of and interest on this Security, as aforesaid,
shall be made in such coin or currency of the United States of America as at
the time of payment shall be legal tender for the payment of public and private
debts.


 


This Security
is one of a duly authorized issue of securities of the Company (herein called
the “Securities”), issued and issuable in one or more series under and equally
secured by an Indenture, dated as of October 1, 1993 (such Indenture as
originally executed and delivered and as supplemented or amended from time to
time thereafter, together with any constituent instruments establishing the
terms of particular Securities, being herein called the “Indenture”), between
the Company and U.S. Bank Trust National Association (formerly First Trust of
New York, National Association) as successor trustee (herein called the “Trustee,”
which term includes any successor trustee under the Indenture), to which
Indenture and all indentures supplemental thereto reference is hereby made for
a description of the property mortgaged, pledged and held in trust, the nature
and extent of the security and the respective rights, limitations of rights,
duties and immunities of the Company, the Trustee and the Holders of the
Securities thereunder and of the terms and conditions upon which the Securities
are, and are to be, authenticated and delivered and secured.  The acceptance of this Security shall be
deemed to constitute the consent and agreement by the Holder hereof to all of
the terms and provisions of the Indenture. 
This Security is one of the series designated above.


 


If any
Interest Payment Date or the Stated Maturity shall not be a Business Day (as
hereinafter defined), payment of the amounts due on this Security on such date
may be made on the next succeeding Business Day; and, if such payment is made
or duly provided for on such Business Day, no interest shall accrue on such
amounts for the period from and after such Interest Payment Date or Stated
Maturity, as the case may be, to such Business Day.


 


This Security
shall be redeemable at the option of the Company at any time prior to Maturity,
in whole or in part, at a redemption price equal to the greater of (i) 100%
of the principal amount hereof to be redeemed, or (ii) the sum of the
present values of the remaining scheduled payments of principal and interest on
this Security to be redeemed (excluding the portion of any such interest
accrued to the Redemption Date), discounted to the Redemption Date on a
semi-annual basis (assuming a 360-day year consisting of twelve 30-day months)
at the Treasury Yield plus 30 basis points, plus in each case, accrued and
unpaid interest to the Redemption Date. 
For purposes hereof, the following defined terms shall have the meaning
ascribed to them:


 


“Treasury Yield”
means, for any Redemption Date (1) the yield, under the heading which
represents the average for the immediately preceding week, appearing in the
most recently published statistical release designated “H.15(519)” or any
successor publication which is published weekly by the Board of Governors of
the Federal Reserve System and which establishes yields on actively traded U.S.
Treasury securities adjusted to constant maturity under the caption “Treasury
Constant Maturities,” for the maturity corresponding to the Comparable Treasury
Issue (if no maturity is within three months before or after the remaining
term, yields for the two published maturities most closely corresponding to the
Comparable Treasury Issue will be determined and the Treasury Yield will be
interpolated or extrapolated from such yields on a straight line basis,
rounding to the nearest month); or (2) if such release (or any successor
release) is not published during the week preceding the calculation date or
does 


 


A-2

















 


not contain such yields, the rate per annum equal to the semiannual
equivalent yield to maturity of the Comparable Treasury Issue, calculated using
a price for the Comparable Treasury Issue (expressed as a percentage of its principal
amount) equal to the Comparable Treasury Price for such Redemption Date.  The Treasury Yield for any Redemption Date
shall be calculated on the third Business Day preceding such Redemption Date.


 


“Comparable
Treasury Issue” means the United States Treasury security selected by the
Independent Investment Banker as having a maturity comparable to the remaining
term of the Securities of Series No. 18 that would be utilized, at
the time of selection and in accordance with customary financial practice, in
pricing new issues of corporate debt securities of comparable maturity to the
remaining term of the Securities of Series No. 18.


 


“Comparable
Treasury Price” means (i) the average of the Reference Treasury Dealer
Quotations for the Redemption Date, after excluding the highest and lowest
Reference Treasury Dealer Quotations for such Redemption Date or (ii) if
the Trustee obtains fewer than four Reference Treasury Dealer Quotations for
the Redemption Date, the average of all of the Reference Treasury Dealer
Quotations for such Redemption Date.


 


 “Independent Investment Banker” means Goldman,
Sachs & Co. or Lehman Brothers Inc. or their respective successors or,
if such firms or their successors are unwilling or unable to select the
Comparable Treasury Issue, an independent investment banking institution of
national standing appointed by the Trustee after consultation with the Company.


 


 “Reference Treasury Dealer” means (1) each
of Goldman, Sachs & Co. and Lehman Brothers Inc. and any other Primary
Treasury Dealer designated by, and not affiliated with, Goldman, Sachs &
Co. or Lehman Brothers Inc. or their respective successors, provided, however,
that if Goldman, Sachs & Co. or Lehman Brothers Inc. or any of their
respective designees ceases to be a Primary Treasury Dealer, the Company will
appoint another Primary Treasury Dealer as a substitute and (2) any other
Primary Treasury Dealer selected by the Company after consultation with an
Independent Investment Banker.


 


“Primary
Treasury Dealer” means any primary U.S. Government securities dealer in the
United States.


 


“Reference
Treasury Dealer Quotations” means, for each Reference Treasury Dealer and any
Redemption Date, the average, as determined by the Independent Investment
Banker, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the Independent Investment Banker by the Reference Treasury Dealer
at 5:00 p.m. New York City time on the third Business Day preceding the
Redemption Date.


 


If an Event of
Default shall occur and be continuing, the principal of this Security may be
declared due and payable in the manner and with the effect provided in the
Indenture.


 


The Indenture
permits, with certain exceptions as therein provided, the Trustee to enter into
one or more supplemental indentures for the purpose of adding any provisions
to, or changing in any manner or eliminating any of the provisions of, the
Indenture with the consent of the Holders of not less than a majority in
aggregate principal amount of the Securities of all series then Outstanding
under the Indenture, considered as one class; provided, however, that if there
shall be Securities of more than one series Outstanding under the Indenture and
if a proposed supplemental indenture shall directly affect the rights of the
Holders of Securities of one or more, but less than all, of such series, then
the consent only of the Holders of a majority in aggregate principal amount of
the Outstanding Securities of all series so directly affected, considered as
one class, shall be required; and provided, further, that if the Securities of 


 


A-3

















 


any series shall have been issued in more than one Tranche and if the
proposed supplemental indenture shall directly affect the rights of the Holders
of Securities of one or more, but less than all, of such Tranches, then the
consent only of the Holders of a majority in aggregate principal amount of the
Outstanding Securities of all Tranches so directly affected, considered as one
class, shall be required; and provided, further, that the Indenture permits the
Trustee to enter into one or more supplemental indentures for limited purposes
without the consent of any Holders of Securities.  The Indenture also contains provisions
permitting the Holders of a majority in principal amount of the Securities then
Outstanding, on behalf of the Holders of all Securities, to waive compliance by
the Company with certain provisions of the Indenture and certain past defaults
under the Indenture and their consequences. 
Any such consent or waiver by the Holder of this Security shall be
conclusive and binding upon such Holder and upon all future Holders of this Security
and of any Security issued upon the registration of transfer hereof or in
exchange therefor or in lieu hereof, whether or not notation of such consent or
waiver is made upon this Security.


 


As provided in
the Indenture and subject to certain limitations therein set forth, this
Security or any portion of the principal amount hereof will be deemed to have
been paid for all purposes of the Indenture and to be no longer Outstanding
thereunder, and, at the election of the Company, the Company’s entire
indebtedness in respect thereof will be satisfied and discharged, if there has
been irrevocably deposited with the Trustee or any Paying Agent (other than the
Company), in trust, money in an amount which will be sufficient and/or Eligible
Obligations, the principal of and interest on which when due, without regard to
any reinvestment thereof, will provide moneys which, together with moneys so
deposited, will be sufficient to pay when due the principal of and interest on
this Security when due.


 


As provided in
the Indenture and subject to certain limitations therein set forth, the
transfer of this Security is registrable in the Security Register, upon
surrender of this Security for registration of transfer at the office of U.S.
Bank Trust National Association, in New York, New York or such other office or
agency as may be designated by the Company from time to time, duly endorsed by,
or accompanied by a written instrument of transfer in form satisfactory to the
Company and the Security Registrar duly executed by, the Holder hereof or his
attorney duly authorized in writing, and thereupon one or more new Securities
of this series of authorized denominations and of like tenor and aggregate
principal amount, will be issued to the designated transferee or transferees.


 


The Securities
of this series are issuable only as registered Securities, without coupons, and
in denominations of $2,000 and multiples of $1,000 in excess thereof.  As provided in the Indenture and subject to
certain limitations therein set forth, Securities of this series are
exchangeable for a like aggregate principal amount of Securities of the same
series, of any authorized denominations, as requested by the Holder
surrendering the same, and of like tenor upon surrender of the Security or
Securities to be exchanged at the office of U.S. Bank Trust National
Association, in New York, New York or such other office or agency as may be
designated by the Company from time to time.


 


No service
charge shall be made for any such registration of transfer or exchange, but the
Company may require payment of a sum sufficient to cover any tax or other
governmental charge payable in connection therewith.


 


Prior to due
presentment of this Security for registration of transfer, the Company, the
Trustee and any agent of the Company or the Trustee may treat the Person in
whose name this Security is registered as the absolute owner hereof for all
purposes, whether or not this Security be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.


 


The Indenture
and the Securities shall be governed by and construed in accordance with the
laws of the State of New York (including without limitation Section 5-1401
of the New York General 


 


A-4

















 


Obligations Law or any successor to such statute), except to the extent
that the Trust Indenture Act of 1939, as then in effect or any successor
statute shall be applicable and except to the extent that the law of any
jurisdiction wherein any portion of the property mortgaged pursuant to the
Indenture or any indenture supplemental thereto is located shall mandatorily
govern the perfection, priority or enforcement of the lien of the Indenture and
all indentures supplemental thereto with respect to such portion of the
mortgaged property.


 


As used
herein, “Business Day” means any day, other than a Saturday or Sunday, which is
not a day on which banking institutions or trust companies in The City of New
York, New York or other city in which is located any office or agency
maintained for the payment of principal or interest on this Security, are
authorized or required by law, regulation or executive order to remain
closed.  All other terms used in this
Security which are defined in the Indenture shall have the meanings assigned to
them in the Indenture.


 


As provided in
the Indenture, no recourse shall be had for the payment of the principal of or
interest on any Securities, or any part thereof, or for any claim based thereon
or otherwise in respect thereof, or of the indebtedness represented thereby, or
upon any obligation, covenant or agreement under the Indenture, against, and no
personal liability whatsoever shall attach to, or be incurred by, any
incorporator, shareholder, officer or director, as such, past, present or
future of the Company or of any predecessor or successor corporation (either
directly or through the Company or a predecessor or successor corporation),
whether by virtue of any constitutional provision, statute or rule of law,
or by the enforcement of any assessment or penalty or otherwise; it being
expressly agreed and understood that the Indenture and all the Securities are
solely corporate obligations and that any such personal liability is hereby
expressly waived and released as a condition of, and as part of the consideration
for, the execution of the Indenture and the issuance of the Securities.


 


Unless the
certificate of authentication hereon has been executed by the Trustee or an
Authenticating Agent by manual signature, this Security shall not be entitled
to any benefit under the Indenture or be valid or obligatory for any purpose.


 


A-5

















 


IN WITNESS
WHEREOF, the Company has caused this instrument to be duly executed and its
corporate seal to be hereunto affixed and attested.


 


	
   

  	
  PUBLIC SERVICE COMPANY OF COLORADO

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Vice
  President and Treasurer

  



 


 


	
  Attest:

  	
   

  	
   

  
	
  Assistant
  Secretary

  	
   

  



 


CERTIFICATE OF AUTHENTICATION


 


This is one of the
Securities of the series designated therein referred to in the within-mentioned
Indenture.


 


	
  Dated:

  	
   

  	
   

  	
   

  
	
   

   

  U.S. BANK TRUST

  NATIONAL ASSOCIATION,

  as Trustee

  	
   

   

  OR

  	
   

   

  U.S. BANK TRUST

  NATIONAL ASSOCIATION,

  as
  Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By

  	
   

  	
   

  	
  By:

  	
   

  
	
  Authorized Officer

  	
   

  	
     as Authenticating Agent

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Authorized Officer

  
							



 


Unless
this certificate is presented by an authorized representative of The Depository
Trust Company, a New York Corporation (“DTC”), to the Company or its agent for
registration of transfer, exchange, or payment, and any certificate issued is
registered in the name of Cede & Co. or in such other name as is
requested by an authorized representative of DTC (and any payment is made to
Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.


 


This Security
may not be transferred or exchanged, nor may any purported transfer be
registered, except (i) this Security may be transferred in whole, and
appropriate registration of transfer effected, if such transfer is by Cede &
Co., as nominee for The Depository Trust Company (the “Depositary”), to the
Depositary, or by the Depositary to another nominee thereof, or by any nominee
of the Depositary to any other nominee thereof, or by the Depositary or any
nominee thereof to any successor securities depositary or any nominee thereof;
and (ii) this Security may be exchanged for definitive Securities
registered in the 


 


A-6

















 


respective names of the
beneficial holders hereof, and thereafter shall be transferable without
restrictions if:  (A) the
Depositary, or any successor securities depositary, shall have notified the
Company and the Trustee that it is unwilling or unable to continue to act as
securities depositary with respect to the Securities and the Trustee shall not
have been notified by the Company within ninety (90) days of the identity of a
successor securities depositary with respect to the Securities; or (B) the
Company shall have delivered to the Trustee a Company Order to the effect that
the Securities shall be so exchangeable on and after a date specified therein
or (C) (1) an Event of Default shall have occurred and be continuing,
(2) the Trustee shall have given notice of such Event of Default pursuant
to Section 1102 of the Original Indenture and (3) there shall have
been delivered to the Company and the Trustee an Opinion of Counsel to the
effect that the interests of the beneficial owners of such Securities in
respect thereof will be materially impaired unless such owners become Holders
of definitive Securities.


 


FOR VALUE
RECEIVED the undersigned hereby sells, assigns and transfers unto


 




 





 


[please insert
social security or other identifying number of assignee]


 




 





[please print
or typewrite name and address of assignee]


 




 





 


the within Security of PUBLIC SERVICE COMPANY OF COLORADO and does
hereby irrevocably constitute and appoint
                                                                    
, Attorney, to transfer said Security on the books of the within-mentioned
Company, with full power of substitution in the premises.


 


	
  Dated:

  	
   

  	
   

  



 






 


Notice: The signature to this assignment must correspond with the name
as written upon the face of the Security in every particular without alteration
or enlargement or any change whatsoever.


 


A-7






 












 


EXHIBIT B


 


FORM OF SECURITY


 


(See legend at the end of this Security for

restrictions on transfer)


 


PUBLIC SERVICE COMPANY OF COLORADO

First Mortgage Bond, Series No. 19


 


	
  Original
  Interest Accrual Date

  	
   

  	
  August 13,
  2008

  	
   

  
	
  Interest
  Rate:

  	
   

  	
  6.50% per
  annum

  	
   

  
	
  Stated
  Maturity:

  	
   

  	
  August 1,
  2038

  	
   

  
	
  Interest
  Payment Dates:

  	
   

  	
  February 1
  and August 1

  	
   

  
	
  Regular
  Record Dates:

  	
   

  	
  January 15
  and July 15

  	
   

  



 


	
  This
  Security is not a Discount Security

  
	
  within the
  meaning of the within-mentioned Indenture

  
	
   

  



 


	
  Principal Amount

  	
   

  	
  Registered No.                      

  
	
  $

  	
   

  	
   

  



 


PUBLIC SERVICE
COMPANY OF COLORADO, a corporation duly organized and existing under the laws
of the State of Colorado (herein called the “Company,” which term includes any
successor corporation under the Indenture referred to below), for value
received, hereby promises to pay to


 


, or registered assigns, the principal sum of


 


Dollars on the Stated Maturity specified above, and to pay interest
thereon from the Original Interest Accrual Date specified above or from the most
recent Interest Payment Date to which interest has been paid or duly provided
for, semi-annually in arrears on the Interest Payment Dates specified above in
each year, commencing February 1, 2009 and at Maturity, at the Interest
Rate per annum specified above, until the principal hereof is paid or duly
provided for.  The interest so payable,
and paid or duly provided for, on any Interest Payment Date shall, as provided
in such Indenture, be paid to the Person in whose name this Security (or one or
more Predecessor Securities) is registered at the close of business on the
Regular Record Date specified above (whether or not a Business Day) next
preceding such Interest Payment Date. 
Notwithstanding the foregoing, interest payable at Maturity shall be
paid to the Person to whom principal shall be paid.  Except as otherwise provided in said
Indenture, any such interest not so paid or duly provided for shall forthwith
cease to be payable to the Holder on such Regular Record Date and may either be
paid to the Person in whose name this Security (or one or more Predecessor
Securities) is registered at the close of business on a Special Record Date for
the payment of such Defaulted Interest to be fixed by the Trustee, notice of
which shall be given to Holders of Securities of this series not less than 15
days prior to such Special Record Date, or be paid in such other manner as
permitted by the Indenture.


 


B-1

















 


Payment of the
principal of this Security and interest hereon at Maturity shall be made upon
presentation of this Security at the Corporate Trust Office of U.S. Bank Trust
National Association, in New York, New York or at such other office or agency
as may be designated for such purpose by the Company from time to time.  Payment of interest on this Security (other
than interest at Maturity) shall be made by check mailed to the address of the
Person entitled thereto as such address shall appear in the Security Register,
except that if such Person shall be a securities depositary, such payment may
be made by such other means in lieu of check as shall be agreed upon by the
Company, the Trustee and such Person. 
Payment of the principal of and interest on this Security, as aforesaid,
shall be made in such coin or currency of the United States of America as at
the time of payment shall be legal tender for the payment of public and private
debts.


 


This Security
is one of a duly authorized issue of securities of the Company (herein called
the “Securities”), issued and issuable in one or more series under and equally
secured by an Indenture, dated as of October 1, 1993 (such Indenture as
originally executed and delivered and as supplemented or amended from time to
time thereafter, together with any constituent instruments establishing the
terms of particular Securities, being herein called the “Indenture”), between
the Company and U.S. Bank Trust National Association (formerly First Trust of
New York, National Association) as successor trustee (herein called the “Trustee,”
which term includes any successor trustee under the Indenture), to which
Indenture and all indentures supplemental thereto reference is hereby made for
a description of the property mortgaged, pledged and held in trust, the nature
and extent of the security and the respective rights, limitations of rights,
duties and immunities of the Company, the Trustee and the Holders of the
Securities thereunder and of the terms and conditions upon which the Securities
are, and are to be, authenticated and delivered and secured.  The acceptance of this Security shall be
deemed to constitute the consent and agreement by the Holder hereof to all of
the terms and provisions of the Indenture. 
This Security is one of the series designated above.


 


If any
Interest Payment Date or the Stated Maturity shall not be a Business Day (as
hereinafter defined), payment of the amounts due on this Security on such date
may be made on the next succeeding Business Day; and, if such payment is made
or duly provided for on such Business Day, no interest shall accrue on such
amounts for the period from and after such Interest Payment Date or Stated
Maturity, as the case may be, to such Business Day.


 


This Security
shall be redeemable at the option of the Company at any time prior to Maturity,
in whole or in part, at a redemption price equal to the greater of (i) 100%
of the principal amount hereof to be redeemed, or (ii) the sum of the
present values of the remaining scheduled payments of principal and interest on
this Security to be redeemed (excluding the portion of any such interest
accrued to the Redemption Date), discounted to the Redemption Date on a
semi-annual basis (assuming a 360-day year consisting of twelve 30-day months)
at the Treasury Yield plus 30 basis points, plus in each case, accrued and
unpaid interest to the Redemption Date. 
For purposes hereof, the following defined terms shall have the meaning
ascribed to them:


 


“Treasury
Yield” means, for any Redemption Date (1) the yield, under the heading
which represents the average for the immediately preceding week, appearing in
the most recently published statistical release designated “H.15(519)” or any
successor publication which is published weekly by the Board of Governors of
the Federal Reserve System and which establishes yields on actively traded U.S.
Treasury securities adjusted to constant maturity under the caption “Treasury
Constant Maturities,” for the maturity corresponding to the Comparable Treasury
Issue (if no maturity is within three months before or after the remaining
term, yields for the two published maturities most closely corresponding to the
Comparable Treasury Issue will be determined and the Treasury Yield will be
interpolated or extrapolated from such yields on a straight line basis,
rounding to the nearest month); or (2) if such release (or any successor
release) is not published during the week preceding the calculation date or
does 


 


B-2

















 


not contain such yields, the rate per annum equal to the semiannual equivalent
yield to maturity of the Comparable Treasury Issue, calculated using a price
for the Comparable Treasury Issue (expressed as a percentage of its principal
amount) equal to the Comparable Treasury Price for such Redemption Date.  The Treasury Yield for any Redemption Date
shall be calculated on the third Business Day preceding such Redemption Date.


 


“Comparable
Treasury Issue” means the United States Treasury security selected by the
Independent Investment Banker as having a maturity comparable to the remaining
term of the Securities of Series No. 19 that would be utilized, at
the time of selection and in accordance with customary financial practice, in
pricing new issues of corporate debt securities of comparable maturity to the
remaining term of the Securities of Series No. 19.


 


“Comparable
Treasury Price” means (i) the average of the Reference Treasury Dealer
Quotations for the Redemption Date, after excluding the highest and lowest
Reference Treasury Dealer Quotations for such Redemption Date or (ii) if
the Trustee obtains fewer than four Reference Treasury Dealer Quotations for
the Redemption Date, the average of all of the Reference Treasury Dealer
Quotations for such Redemption Date.


 


 “Independent Investment Banker” means Goldman,
Sachs & Co. or Lehman Brothers Inc. or their respective successors or,
if such firms or their successors are unwilling or unable to select the
Comparable Treasury Issue, an independent investment banking institution of
national standing appointed by the Trustee after consultation with the Company.


 


 “Reference Treasury Dealer” means (1) each
of Goldman, Sachs & Co. and Lehman Brothers Inc. and any other Primary
Treasury Dealer designated by, and not affiliated with, Goldman, Sachs &
Co. or Lehman Brothers Inc. or their respective successors, provided, however,
that if Goldman, Sachs & Co. or Lehman Brothers Inc. or any of their
respective designees ceases to be a Primary Treasury Dealer, the Company will
appoint another Primary Treasury Dealer as a substitute and (2) any other
Primary Treasury Dealer selected by the Company after consultation with an
Independent Investment Banker.


 


“Primary
Treasury Dealer” means any primary U.S. Government securities dealer in the
United States.


 


“Reference
Treasury Dealer Quotations” means, for each Reference Treasury Dealer and any
Redemption Date, the average, as determined by the Independent Investment
Banker, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the Independent Investment Banker by the Reference Treasury Dealer
at 5:00 p.m. New York City time on the third Business Day preceding the
Redemption Date.


 


If an Event of
Default shall occur and be continuing, the principal of this Security may be
declared due and payable in the manner and with the effect provided in the
Indenture.


 


The Indenture
permits, with certain exceptions as therein provided, the Trustee to enter into
one or more supplemental indentures for the purpose of adding any provisions
to, or changing in any manner or eliminating any of the provisions of, the
Indenture with the consent of the Holders of not less than a majority in
aggregate principal amount of the Securities of all series then Outstanding
under the Indenture, considered as one class; provided, however, that if there
shall be Securities of more than one series Outstanding under the Indenture and
if a proposed supplemental indenture shall directly affect the rights of the
Holders of Securities of one or more, but less than all, of such series, then
the consent only of the Holders of a majority in aggregate principal amount of
the Outstanding Securities of all series so directly affected, considered as
one class, shall be required; and provided, further, that if the Securities of 


 


B-3

















 


any series shall have been issued in more than one Tranche and if the
proposed supplemental indenture shall directly affect the rights of the Holders
of Securities of one or more, but less than all, of such Tranches, then the
consent only of the Holders of a majority in aggregate principal amount of the
Outstanding Securities of all Tranches so directly affected, considered as one
class, shall be required; and provided, further, that the Indenture permits the
Trustee to enter into one or more supplemental indentures for limited purposes
without the consent of any Holders of Securities.  The Indenture also contains provisions
permitting the Holders of a majority in principal amount of the Securities then
Outstanding, on behalf of the Holders of all Securities, to waive compliance by
the Company with certain provisions of the Indenture and certain past defaults
under the Indenture and their consequences. 
Any such consent or waiver by the Holder of this Security shall be
conclusive and binding upon such Holder and upon all future Holders of this
Security and of any Security issued upon the registration of transfer hereof or
in exchange therefor or in lieu hereof, whether or not notation of such consent
or waiver is made upon this Security.


 


As provided in
the Indenture and subject to certain limitations therein set forth, this
Security or any portion of the principal amount hereof will be deemed to have
been paid for all purposes of the Indenture and to be no longer Outstanding
thereunder, and, at the election of the Company, the Company’s entire
indebtedness in respect thereof will be satisfied and discharged, if there has
been irrevocably deposited with the Trustee or any Paying Agent (other than the
Company), in trust, money in an amount which will be sufficient and/or Eligible
Obligations, the principal of and interest on which when due, without regard to
any reinvestment thereof, will provide moneys which, together with moneys so deposited,
will be sufficient to pay when due the principal of and interest on this
Security when due.


 


As provided in
the Indenture and subject to certain limitations therein set forth, the
transfer of this Security is registrable in the Security Register, upon
surrender of this Security for registration of transfer at the office of U.S.
Bank Trust National Association, in New York, New York or such other office or
agency as may be designated by the Company from time to time, duly endorsed by,
or accompanied by a written instrument of transfer in form satisfactory to the
Company and the Security Registrar duly executed by, the Holder hereof or his
attorney duly authorized in writing, and thereupon one or more new Securities
of this series of authorized denominations and of like tenor and aggregate
principal amount, will be issued to the designated transferee or transferees.


 


The Securities
of this series are issuable only as registered Securities, without coupons, and
in denominations of $2,000 and multiples of $1,000 in excess thereof.  As provided in the Indenture and subject to
certain limitations therein set forth, Securities of this series are
exchangeable for a like aggregate principal amount of Securities of the same
series, of any authorized denominations, as requested by the Holder
surrendering the same, and of like tenor upon surrender of the Security or
Securities to be exchanged at the office of U.S. Bank Trust National
Association, in New York, New York or such other office or agency as may be
designated by the Company from time to time.


 


No service
charge shall be made for any such registration of transfer or exchange, but the
Company may require payment of a sum sufficient to cover any tax or other
governmental charge payable in connection therewith.


 


Prior to due
presentment of this Security for registration of transfer, the Company, the
Trustee and any agent of the Company or the Trustee may treat the Person in
whose name this Security is registered as the absolute owner hereof for all
purposes, whether or not this Security be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.


 


The Indenture
and the Securities shall be governed by and construed in accordance with the
laws of the State of New York (including without limitation Section 5-1401
of the New York General 


 


B-4

















 


Obligations Law or any successor to such statute), except to the extent
that the Trust Indenture Act of 1939, as then in effect or any successor
statute shall be applicable and except to the extent that the law of any
jurisdiction wherein any portion of the property mortgaged pursuant to the
Indenture or any indenture supplemental thereto is located shall mandatorily
govern the perfection, priority or enforcement of the lien of the Indenture and
all indentures supplemental thereto with respect to such portion of the
mortgaged property.


 


As used
herein, “Business Day” means any day, other than a Saturday or Sunday, which is
not a day on which banking institutions or trust companies in The City of New
York, New York or other city in which is located any office or agency
maintained for the payment of principal or interest on this Security, are
authorized or required by law, regulation or executive order to remain
closed.  All other terms used in this
Security which are defined in the Indenture shall have the meanings assigned to
them in the Indenture.


 


As provided in
the Indenture, no recourse shall be had for the payment of the principal of or
interest on any Securities, or any part thereof, or for any claim based thereon
or otherwise in respect thereof, or of the indebtedness represented thereby, or
upon any obligation, covenant or agreement under the Indenture, against, and no
personal liability whatsoever shall attach to, or be incurred by, any
incorporator, shareholder, officer or director, as such, past, present or
future of the Company or of any predecessor or successor corporation (either
directly or through the Company or a predecessor or successor corporation),
whether by virtue of any constitutional provision, statute or rule of law,
or by the enforcement of any assessment or penalty or otherwise; it being
expressly agreed and understood that the Indenture and all the Securities are
solely corporate obligations and that any such personal liability is hereby
expressly waived and released as a condition of, and as part of the
consideration for, the execution of the Indenture and the issuance of the
Securities.


 


Unless the
certificate of authentication hereon has been executed by the Trustee or an
Authenticating Agent by manual signature, this Security shall not be entitled
to any benefit under the Indenture or be valid or obligatory for any purpose.


 


B-5

















 


IN WITNESS
WHEREOF, the Company has caused this instrument to be duly executed and its
corporate seal to be hereunto affixed and attested.


 


	
   

  	
  PUBLIC SERVICE COMPANY OF COLORADO

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Vice
  President and Treasurer

  



 


 


	
  Attest:

  	
   

  	
   

  
	
  Assistant
  Secretary

  	
   

  



 


CERTIFICATE OF AUTHENTICATION


 


This is one of the
Securities of the series designated therein referred to in the within-mentioned
Indenture.


 


	
  Dated:

  	
   

  	
   

  	
   

  
	
   

   

  U.S. BANK TRUST

  NATIONAL ASSOCIATION,

  as Trustee

  	
   

   

  OR

  	
   

   

  U.S. BANK TRUST

  NATIONAL ASSOCIATION,

  as
  Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By

  	
   

  	
   

  	
  By:

  	
   

  
	
  Authorized Officer

  	
   

  	
  as Authenticating Agent

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Authorized Officer

  
							



 


Unless
this certificate is presented by an authorized representative of The Depository
Trust Company, a New York Corporation (“DTC”), to the Company or its agent for
registration of transfer, exchange, or payment, and any certificate issued is
registered in the name of Cede & Co. or in such other name as is
requested by an authorized representative of DTC (and any payment is made to
Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.


 


This Security
may not be transferred or exchanged, nor may any purported transfer be
registered, except (i) this Security may be transferred in whole, and
appropriate registration of transfer effected, if such transfer is by Cede &
Co., as nominee for The Depository Trust Company (the “Depositary”), to the
Depositary, or by the Depositary to another nominee thereof, or by any nominee
of the Depositary to any other nominee thereof, or by the Depositary or any
nominee thereof to any successor securities depositary 


 


B-6

















 


or any nominee thereof; and (ii) this
Security may be exchanged for definitive Securities registered in the
respective names of the beneficial holders hereof, and thereafter shall be
transferable without restrictions if:  (A) the
Depositary, or any successor securities depositary, shall have notified the
Company and the Trustee that it is unwilling or unable to continue to act as
securities depositary with respect to the Securities and the Trustee shall not
have been notified by the Company within ninety (90) days of the identity of a
successor securities depositary with respect to the Securities; or (B) the
Company shall have delivered to the Trustee a Company Order to the effect that
the Securities shall be so exchangeable on and after a date specified therein
or (C) (1) an Event of Default shall have occurred and be continuing,
(2) the Trustee shall have given notice of such Event of Default pursuant
to Section 1102 of the Original Indenture and (3) there shall have
been delivered to the Company and the Trustee an Opinion of Counsel to the
effect that the interests of the beneficial owners of such Securities in
respect thereof will be materially impaired unless such owners become Holders
of definitive Securities.


 


FOR VALUE
RECEIVED the undersigned hereby sells, assigns and transfers unto


 




 





 


[please insert
social security or other identifying number of assignee]


 




 





[please print
or typewrite name and address of assignee]


 




 





 


the within Security of PUBLIC SERVICE COMPANY OF COLORADO and does
hereby irrevocably constitute and appoint
                                                                    
, Attorney, to transfer said Security on the books of the within-mentioned
Company, with full power of substitution in the premises.


 


	
  Dated:

  	
   

  	
   

  



 






 


Notice: The signature to this assignment must correspond with the name
as written upon the face of the Security in every particular without alteration
or enlargement or any change whatsoever.


 


B-7

















 


SCHEDULE A


 


The
following table sets forth recording information relating to the recordation,
in each of the specified Colorado counties, of the Indenture dated as of October 1,
1993, granted by Public Service
Company of Colorado to Morgan Guaranty Trust Company of New York, Trustee
(recording information for Supplemental Indentures is not shown in this table):


 


	
  COUNTY

  	
   

  	
  DATE

  	
   

  	
  TIME

  	
   

  	
  RECEPTION
  NUMBER

  	
   

  	
  BOOK/FILM

  	
   

  	
  PAGE

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Adams

  	
   

  	
  Oct. 13,
  1993

  	
   

  	
  01:35 P.M.

  	
   

  	
  Reception No. B1183903

  	
   

  	
  Book 4170

  	
   

  	
  Page 324

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Alamosa

  	
   

  	
  Oct. 12,
  1993

  	
   

  	
  03:00 P.M.

  	
   

  	
  Reception No. 265666

  	
   

  	
  Book 475

  	
   

  	
  Page 160

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Arapahoe

  	
   

  	
  Oct. 13,
  1993

  	
   

  	
  04:07 P.M.

  	
   

  	
  Reception No. 141032

  	
   

  	
  Book 7186

  	
   

  	
  Page 383

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Archuleta

  	
   

  	
  Oct. 12,
  1993

  	
   

  	
  02:21 P.M.

  	
   

  	
  Reception No. 93006202

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Bent

  	
   

  	
  Oct. 12,
  1993

  	
   

  	
  11:35 A.M.

  	
   

  	
  Reception No. 278521

  	
   

  	
  Book 435

  	
   

  	
  Page 1

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Boulder

  	
   

  	
  Oct. 13,
  1993

  	
   

  	
  03:04 P.M.

  	
   

  	
  Reception No. 01347991

  	
   

  	
  Film 1888

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Broomfield

  	
   

  	
  Sept. 12, 2002

  	
   

  	
  02:47 P.M.

  	
   

  	
  Reception No. 20020l33l3

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Chaffee

  	
   

  	
  Oct. 14,
  1993

  	
   

  	
  11:00 A.M.

  	
   

  	
  Reception No. 269673

  	
   

  	
  Book 539

  	
   

  	
  Page 518

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Clear Creek

  	
   

  	
  Oct. 12,
  1993

  	
   

  	
  02:25 P.M.

  	
   

  	
  Reception No. 163701

  	
   

  	
  Book 505

  	
   

  	
  Page 631

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Conejos

  	
   

  	
  Oct. 13,
  1993

  	
   

  	
  09:56 A.M.

  	
   

  	
  Reception No. 205693

  	
   

  	
  Book 354

  	
   

  	
  Page 776

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Costilla

  	
   

  	
  Oct. 13,
  1993

  	
   

  	
  09:00 A.M.

  	
   

  	
  Reception No. 191898

  	
   

  	
  Book 291

  	
   

  	
  Page 117

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Crowley

  	
   

  	
  Oct. 13,
  1993

  	
   

  	
  08:40 A.M.

  	
   

  	
  Reception No. 148850

  	
   

  	
  Book 244

  	
   

  	
  Page 195

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Delta

  	
   

  	
  Oct. 13,
  1993

  	
   

  	
  09:37 A.M.

  	
   

  	
  Reception No. 471619

  	
   

  	
  Book 709

  	
   

  	
  Page 50

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Denver

  	
   

  	
  Oct. 12,
  1993

  	
   

  	
  11:24 A.M.

  	
   

  	
  Reception No. 9300139814

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Dolores

  	
   

  	
  Oct. 14,
  1993

  	
   

  	
  12:50 P.M.

  	
   

  	
  Reception No. 133132

  	
   

  	
  Book 260

  	
   

  	
  Page 300

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Douglas

  	
   

  	
  Oct. 12,
  1993

  	
   

  	
  03:08 P.M.

  	
   

  	
  Reception No. 9348340

  	
   

  	
  Book 1154

  	
   

  	
  Page 1

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Eagle

  	
   

  	
  Oct. 12,
  1993

  	
   

  	
  04:48 P.M.

  	
   

  	
  Reception No. 518046

  	
   

  	
  Book 621

  	
   

  	
  Page 978

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Elbert

  	
   

  	
  Oct. 12,
  1993

  	
   

  	
  03:01 P.M.

  	
   

  	
  Reception No. 313722

  	
   

  	
  Book 480

  	
   

  	
  Page 183

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  El Paso

  	
   

  	
  Oct. 12,
  1993

  	
   

  	
  01:38 P.M.

  	
   

  	
  Reception No. 002368410

  	
   

  	
  Book 6282

  	
   

  	
  Page 51

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Fremont

  	
   

  	
  Oct. 12,
  1993

  	
   

  	
  01:30 P.M.

  	
   

  	
  Reception No. 608790

  	
   

  	
  Book 1154

  	
   

  	
  Page 31

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Garfield

  	
   

  	
  Oct. 12,
  1993

  	
   

  	
  02:20 P.M.

  	
   

  	
  Reception No. 453596

  	
   

  	
  Book 878

  	
   

  	
  Page 193

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Gilpin

  	
   

  	
  Oct. 12,
  1993

  	
   

  	
  02:20 P.M.

  	
   

  	
  Reception No. 79260

  	
   

  	
  Book 551

  	
   

  	
  Page 413

  	
   

  



 


A-1

















 


	
  COUNTY

  	
   

  	
  DATE

  	
   

  	
  TIME

  	
   

  	
  RECEPTION
  NUMBER

  	
   

  	
  BOOK/FILM

  	
   

  	
  PAGE

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Grand

  	
   

  	
  Oct. 12,
  1993

  	
   

  	
  12:45 P.M.

  	
   

  	
  Reception No. 93010260

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Gunnison

  	
   

  	
  Oct. 12,
  1993

  	
   

  	
  04:30 P.M.

  	
   

  	
  Reception No. 446179

  	
   

  	
  Book 733

  	
   

  	
  Page 1

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Huerfano

  	
   

  	
  Oct. 12,
  1993

  	
   

  	
  11:15 A.M.

  	
   

  	
  Reception
  No. 9244

  	
   

  	
  Book 21M

  	
   

  	
  Page 316

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Jefferson

  	
   

  	
  Oct. 13,
  1993

  	
   

  	
  09:30 A.M.

  	
   

  	
  Reception
  No. 93163438

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Kiowa

  	
   

  	
  Oct. 12,
  1993

  	
   

  	
  01:00 P.M.

  	
   

  	
  Reception
  No. 249124

  	
   

  	
  Book 409

  	
   

  	
  Page 40

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  La Plata

  	
   

  	
  Oct. 12,
  1993

  	
   

  	
  03:38 P.M.

  	
   

  	
  Reception
  No. 655580

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Lake

  	
   

  	
  Oct. 12,
  1993

  	
   

  	
  03:00 P.M.

  	
   

  	
  Reception No. 305501

  	
   

  	
  Book 506

  	
   

  	
  Page 635

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Larimer

  	
   

  	
  Oct. 13,
  1993

  	
   

  	
  10:23 A.M.

  	
   

  	
  Reception
  No. 93075587

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Logan

  	
   

  	
  Oct. 12,
  1993

  	
   

  	
  01:10 P.M.

  	
   

  	
  Reception No. 606328

  	
   

  	
  Book 874

  	
   

  	
  Page 484

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Mesa

  	
   

  	
  Oct. 12,
  1993

  	
   

  	
  12:06 P.M.

  	
   

  	
  Reception
  No. 1656362

  	
   

  	
  Book 2014

  	
   

  	
  Page 129

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Moffat

  	
   

  	
  Oct. 12,
  1993

  	
   

  	
  11:00 A.M.

  	
   

  	
  Reception
  No. 350044

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Montezuma

  	
   

  	
  Oct. 13,
  1993

  	
   

  	
  10:10 A.M.

  	
   

  	
  Reception No. 435373

  	
   

  	
  Book 0679

  	
   

  	
  Page 756

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Montrose

  	
   

  	
  Oct. 12,
  1993

  	
   

  	
  03:06 P.M.

  	
   

  	
  Reception No. 591244

  	
   

  	
  Book 862;

  	
   

  	
  Page 281

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Morgan

  	
   

  	
  Oct. 12,
  1993

  	
   

  	
  12:54 P.M.

  	
   

  	
  Reception No. 738426

  	
   

  	
  Book 959-60

  	
   

  	
  Page 857

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Ouray

  	
   

  	
  Oct. 13,
  1993

  	
   

  	
  11:08 A.M.

  	
   

  	
  Reception No. 154688

  	
   

  	
  Book 221

  	
   

  	
  Page 500

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Park

  	
   

  	
  Oct. 14,
  1993

  	
   

  	
  10:00 A.M.

  	
   

  	
  Reception No. 417879

  	
   

  	
  Book 504

  	
   

  	
  Page 365

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Pitkin

  	
   

  	
  Oct. 14,
  1993

  	
   

  	
  03:56 P.M.

  	
   

  	
  Reception
  No. 362054

  	
   

  	
  Book 726

  	
   

  	
  Page 791

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Prowers

  	
   

  	
  Oct. 12,
  1993

  	
   

  	
  02:00 P.M.

  	
   

  	
  Reception
  No. 462785

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Pueblo

  	
   

  	
  Oct. 12,
  1993

  	
   

  	
  11:54 A.M.

  	
   

  	
  Reception No. 1021381

  	
   

  	
  Book 2685

  	
   

  	
  Page 768

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Rio Blanco

  	
   

  	
  Oct. 12,
  1993

  	
   

  	
  02:18 P.M.

  	
   

  	
  Reception No. 249980

  	
   

  	
  Book 506

  	
   

  	
  Page 838

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Rio Grande

  	
   

  	
  Oct. 13,
  1993

  	
   

  	
  11:46 A.M.

  	
   

  	
  Reception No. 337091

  	
   

  	
  Book 450

  	
   

  	
  Page 43

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Routt

  	
   

  	
  Oct. 12,
  1993

  	
   

  	
  11:12 A.M.

  	
   

  	
  Reception No. 428347

  	
   

  	
  Book 689

  	
   

  	
  Page 2575

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Saguache

  	
   

  	
  Oct. 13,
  1993

  	
   

  	
  11:05 A.M.

  	
   

  	
  Reception No. 304092

  	
   

  	
  Book 486

  	
   

  	
  Page 625

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  San Juan

  	
   

  	
  Oct. 13,
  1993

  	
   

  	
  10:27 A.M.

  	
   

  	
  Reception No. 136438

  	
   

  	
  Book 240

  	
   

  	
  Page 702

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  San Miguel

  	
   

  	
  Oct. 12,
  1993

  	
   

  	
  04:05 P.M.

  	
   

  	
  Reception No. 287896

  	
   

  	
  Book 518

  	
   

  	
  Page 813

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Sedgewick

  	
   

  	
  Oct. 12,
  1993

  	
   

  	
  02:15 P.M.

  	
   

  	
  Reception No. 179877

  	
   

  	
  Book 203

  	
   

  	
  Page 55

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Summit

  	
   

  	
  Oct. 12,
  1993

  	
   

  	
  01:40 P.M.

  	
   

  	
  Reception No. 453148

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


A-2

















 


	
  COUNTY

  	
   

  	
  DATE

  	
   

  	
  TIME

  	
   

  	
  RECEPTION
  NUMBER

  	
   

  	
  BOOK/FILM

  	
   

  	
  PAGE

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Teller

  	
   

  	
  Oct. 13,
  1993

  	
   

  	
  08:00 A.M.

  	
   

  	
  Reception No. 412373

  	
   

  	
  Book 698

  	
   

  	
  Page 104

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Washington

  	
   

  	
  Oct. 12,
  1993

  	
   

  	
  11:20 A.M.

  	
   

  	
  Reception No. 802111

  	
   

  	
  Book 925

  	
   

  	
  Page 955

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Weld

  	
   

  	
  Oct. 13,
  1993

  	
   

  	
  09:54 A.M.

  	
   

  	
  Reception No. 2354434

  	
   

  	
  Book 1406

  	
   

  	
  Page 1

  	
   

  



 


A-3

















 


SCHEDULE B


 


SUPPLEMENTAL INDENTURES


 


	
  Date of

  Supplemental

  Indenture

  	
   

  	
  Series of Bonds

  	
   

  	
  Principal

  Amount Issued

  	
   

  	
  Principal

  Amount

  Outstanding

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  November 1, 1993

  	
   

  	
  Series No. 1

  	
   

  	
  $

  	
  134,500,000

  	
   

  	
  None

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  January 1, 1994

  	
   

  	
  Series No. 2 due 2001

  and

  Series No. 2 due 2024

  	
   

  	
  $

   

  $

  	
  102,667,000



  110,000,000

  	
   

  	
  None

   

  None

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  September 2, 1994 (Appointment of
  Successor Trustee)

  	
   

  	
  None

  	
   

  	
  None

  	
   

  	
  None

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  May 1, 1996

  	
   

  	
  Series No.  3

  	
   

  	
  $

  	
  125,000,000

  	
   

  	
  None

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  November 1, 1996

  	
   

  	
  Series No.  4

  	
   

  	
  $

  	
  250,000,000

  	
   

  	
  None

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  February 1, 1997

  	
   

  	
  Series No.  5

  	
   

  	
  $

  	
  150,000,000

  	
   

  	
  None

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  April 1, 1998

  	
   

  	
  Series No. 6

  	
   

  	
  $

  	
  250,000,000

  	
   

  	
  None

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  August 15, 2002

  	
   

  	
  Series No. 7

  	
   

  	
  $

  	
  48,750,000

  	
   

  	
  $

  	
  48,750,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  September 1, 2002

  	
   

  	
  Series No. 8

  	
   

  	
  $

  	
  600,000,000

  	
   

  	
  None

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  September 15, 2002

  	
   

  	
  Series No. 9

  	
   

  	
  $

  	
  530,000,000

  	
   

  	
  None

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  April 1, 2003

  	
   

  	
  Series No. 10

  	
   

  	
  $

  	
  600,000,000

  	
   

  	
  $

  	
  600,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  March 1, 2003

  	
   

  	
  Series No. 11

  	
   

  	
  $

  	
  250,000,000

  	
   

  	
  None

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  September 15, 2003

  	
   

  	
  Series No. 12

  	
   

  	
  $

  	
  250,000,000

  	
   

  	
  $

  	
  250,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  May 1, 2003

  	
   

  	
  Series No. 13

  	
   

  	
  $

  	
  350,000,000

  	
   

  	
  None

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  September 1, 2003

  	
   

  	
  Series No. 14

  	
   

  	
  $

  	
  300,000,000

  	
   

  	
  $

  	
  300,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  September 1, 2003

  	
   

  	
  Series No. 15

  	
   

  	
  $

  	
  275,000,000

  	
   

  	
  $

  	
  275,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  August 1, 2005

  	
   

  	
  Series No. 16

  	
   

  	
  $

  	
  129,500,000

  	
   

  	
  $

  	
  129,500,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  August 1, 2007

  	
   

  	
  Series No. 17

  	
   

  	
  $

  	
  350,000,000

  	
   

  	
  $

  	
  350,000,000

  	
   

  



 


B-1
















 


SCHEDULE C


 


DESCRIPTION OF PROPERTY


 


The following
properties are in the State of Colorado and the counties thereof:


 


ADAMS
COUNTY


 


The
Fitzsimons Substation #3866


 


Lot 1,


Block 1,


Fitzsimons Electric Substation Subdivision
Filing No. 1,


Adams County, Colorado


 


ARAPAHOE
COUNTY


 


Edward
Smith Tract #1697


 


An Easement 60 feet wide for ingress and
egress across the east 210 feet of the SE1/4 of Section 8, Township 4
South, Range 65 West, 6th P.M., County of Arapahoe, State of Colorado, as
recorded in Book 4288, Page 242, more particularly described as follows:


 


Beginning at the east quarter corner of said Section 8,
thence southerly along the east boundary line of said Section 8 a distance
of 60 feet to a point; thence westerly parallel with the east-west center line
of said Section 8 a distance of 210 feet to a point; thence northerly
parallel with the east boundary line of said Section 8 a distance of 60
feet, more or less, to the east-west center line; thence easterly along the
east-west center line of said Section a distance of 210 feet, more or
less, to the point of beginning, subject to county road along the east boundary
of said Section 8.


 


Home Builders
Tract #1736 / K. Quick Tract #1720


 


A PARCEL OF LAND IN THE SOUTHEAST ONE-QUARTER OF SECTION 19,
TOWNSHIP 5 SOUTH, RANGE 65 WEST OF THE SIXTH PRINCIPAL MERIDIAN, CITY OF
AURORA, COUNTY OF ARAPAHOE, STATE OF COLORADO, DESCRIBED AS FOLLOWS:


 


COMMENCING AT THE EAST QUARTER CORNER OF SAID SECTION 19
AND CONSIDERING THE NORTH LINE OF SAID SOUTHEAST ONE-QUARTER OF SECTION 19
TO BEAR SOUTH 89 DEGREES 21 MINUTES 35 SECONDS WEST WITH ALL BEARINGS HEREIN
RELATIVE THERETO; THENCE SOUTH 89 DEGREES 21 MINUTES 35 SECONDS WEST ALONG SAID
NORTH LINE, A DISTANCE OF 1,235.85 FEET TO THE POINT OF BEGINNING.  ALSO BEING A POINT ON THE SOUTH LINE OF A
PUBLIC SERVICE COMPANY PARCEL RECORDED IN BOOK 1236 AT PAGE 393 OF THE ARAPAHOE
COUNTY RECORDS: THENCE SOUTH 00 DEGREES 43 MINUTES 48 SECONDS EAST, A DISTANCE
OF 587.35 FEET; THENCE SOUTH 32 DEGREES 24 MINUTES 37 SECONDS WEST, A DISTANCE
OF 1,441.22 FEET TO A POINT ON THE NORTHERLY LINE OF THE PROPOSED SMOKY HILL
ROAD RIGHT-OF-WAY; THENCE NORTH 58 DEGREES 37 MINUTES 52 SECONDS WEST ALONG
SAID NORTHERLY LINE, A 


 


C-1

















 


DISTANCE OF 411.11 FEET; THENCE NORTH 60 DEGREES 26
MINUTES 06 SECONDS EAST, A DISTANCE OF 121.40 FEET; THENCE NORTH 32 DEGREES 24
MINUTES 37 SECONDS EAST, A DISTANCE OF 991.31 FEET TO A POINT OF CURVATURE;
THENCE ALONG THE ARC OF A 823.00 FOOT RADIUS CURVE TO THE LEFT THROUGH A
CENTRAL ANGLE OF 33 DEGREES 08 MINUTES 25 SECONDS, A DISTANCE OF 476.03 FEET
AND HAVING A CHORD WHICH BEARS NORTH 15 DEGREES 50 MINUTES 24 SECONDS EAST, A
DISTANCE OF 459.42 FEET; THENCE NORTH 00 DEGREES 43 MINUTES 48 SECONDS WEST, A
DISTANCE OF 237.69 FEET TO A POINT ON THE SOUTH LINE OF SAID PUBLIC SERVICE
COMPANY PARCEL AND SAID NORTH LINE OF THE SOUTHEAST ONE-QUARTER OF SECTION 19;
THENCE NORTH 89 DEGREES 21 MINUTES 35 SECONDS EAST ALONG SAID NORTH AND SOUTH
LINES, A DISTANCE OF 125.00 FEET; THENCE SOUTH 00 DEGREES 43 MINUTES 48 SECONDS
EAST, A DISTANCE OF 237.50 FEET TO A POINT OF CURVATURE; THENCE ALONG THE ARC
OF A 948.00 FOOT RADIUS CURVE TO THE RIGHT THROUGH A CENTRAL ANGLE OF 33
DEGREES 08 MINUTES 25 SECONDS, A DISTANCE OF 548.33 FEET AND HAVING A CHORD
WHICH BEARS SOUTH 15 DEGREES 50 MINUTES 24 SECONDS WEST, A DISTANCE OF 540.72
FEET; THENCE SOUTH 32 DEGREES 24 MINUTES 37 SECONDS WEST, A DISTANCE OF
1,057.37 FEET; THENCE NORTH 69 DEGREES 48 MINUTES 30 SECONDS EAST, A DISTANCE
OF 171.24 FEET; THENCE NORTH 32 DEGREES 24 MINUTES 37 SECONDS EAST, A DISTANCE
OF 921.33 FEET TO A POINT OF CURVATURE; THENCE ALONG THE ARC OF A 1,052.00 FOOT
RADIUS CURVE TO THE LEFT THROUGH A CENTRAL ANGLE OF 33 DEGREES 08 MINUTES 25
SECONDS, A DISTANCE OF 608.48 FEET AND
HAVING A CHORD WHICH BEARS
NORTH 15 DEGREES 50 MINUTES 24 SECONDS EAST, A DISTANCE OF 600.04 FEET;
THENCE NORTH 00 DEGREES 43 MINUTES 48 SECONDS WEST, A DISTANCE OF 237.33 FEET
TO A POINT ON THE SOUTH LINE OF
SAID PUBLIC SERVICE COMPANY PARCEL AND SAID NORTH LINE OF THE SOUTHEAST
ONE-QUARTER OF SECTION 19; THENCE NORTH 89 DEGREES 21 MINUTES 35 SECONDS
EAST ALONG SAID NORTH AND SOUTH LINES, A DISTANCE OF 125.00 FEET TO THE POINT
OF BEGINNING.


 


CONTAINING 503,002 SQUARE FEET OR 11.5473 ACRES, MORE
OR LESS.


 


CITY AND COUNTY OF DENVER


 


Ghost
Tract #3659 / 540 15th Street Tract #2302 / Blanchard
Tract #1685


 


Lots 1 to 32,


Block 172,


East Denver,


City and County of Denver


State of Colorado


(also known and numbered as the entire


city block between 14th Street, 15th Street


Welton Street and Glenarm Street


City and County of Denver, State of Colorado)


 


Lacombe
Substation #3832


 


Parcel 1


 


A parcel of land being a portion of Block 6, Hoyt &
Robinson’s Addition to Denver located in the Southeast Quarter of the Southeast
Quarter of Section 28, Township 3 South, Range 68 West of the 6th 


 


C-2

















 


Principal Meridian, City and County of Denver, State
of Colorado, more particularly described as follows:


 


COMMENCING at the northwest corner of said Block 6;


 


THENCE S00°10’55”W along the westerly line of said
Block 6 a distance of 12.90 feet to the southwesterly line of that parcel of
land described as Parcel TK 2278-09-14 in deed recorded December 14, 1994
under Reception No. 9400185503 in the records of the City and County of
Denver Clerk and Recorder’s Office being the POINT OF BEGINNING;


 


THENCE S45°32’31”E along said southwesterly line a
distance of 135.57 feet;


THENCE S44°50’25”W a distance of 138.10 feet to the
westerly line of said Block 6;


THENCE N00°10’55”E along said westerly line a distance
of 192.88 feet to the POINT OF BEGINNING.


 


Containing 9,361 square feet, more or less.


 


Parcel 2A


 


A parcel of land being a portion of Hallack’s Addition
to Denver and a portion of the Southeast Quarter of the Southeast Quarter of Section 28,
Township 3 South, Range 68 West of the 6th Principal Meridian, City and County
of Denver, State of Colorado, being more particularly described as follows:


 


COMMENCING at the Northwest Corner of said Southeast
Quarter of the Southeast Quarter of Section 28;


 


THENCE S89°58’03”E along the northerly line of said
Southeast Quarter of the Southeast Quarter of Section 28 a distance of
516.50 feet to the northeast Corner of a parcel of land described as Parcel
16-9A-HOV-1 in deed recorded September 25, 1991 under Reception No. 91-0092658
in the City and County of Denver Clerk and Recorder’s Office being the POINT OF
BEGINNING;


 


THENCE continuing S89°58’03”E along said northerly
line a distance of 9.00 feet;


 


THENCE S46°01’08”E along the southwesterly line of a
parcel of land described as Parcel 20-9A-3 in deed recorded February 10,
1992 under Reception No. 92-0012641 said Clerk and Recorder’s Office a
distance of 72.04 feet;


 


THENCE S00°10’55”W along the westerly line of Block 6,
Hoyt & Robinson’s Addition to Denver a distance of 192.88 feet;


 


THENCE S44°50’25”W
a distance of 143.05 feet;


 


THENCE N45°09’35”W parallel with the northeasterly
right-of-way line of 19th Street a distance of 126.09 feet;


 


THENCE N31°16’29”E along the southeasterly line of a
parcel of land described as Parcel 16-9A-HOV-2 in said deed recorded September 25,
1991 under Reception No. 91-0092658, said Clerk and Recorder’s Office a
distance of 1.03 feet to the most easterly Corner of said Parcel 16-9A-HOV-2;


 


THENCE N26°57’56”E a distance of 16.81 feet to the
most southerly Corner of said Parcel 16-9A-HOV-1;


 


THENCE N26°57’56”E along the southeasterly line of
said Parcel 16-9A-HOV-1 a distance of 268.79 feet to the POINT OF BEGINNING.


 


Containing 38,601 square feet (0.886 Acres), more or
less.


 


C-3

















 


Parcel 9


 


A parcel of land being a portion of the alley in
Hallack’s Addition to Denver located in the Southeast Quarter of the Southeast
Quarter of Section 28, Township 3 South, Range 68 West of the 6th
Principal Meridian, City and County of Denver, State of Colorado, additionally
described as follows:


 


COMMENCING at the intersection of the northeasterly
right-of-way line of 19th Street with the southerly extension of the westerly
line of Block 6 Hoyt & Robinson’s Addition to Denver; THENCE N45°09’35”W
along said northeasterly right-of-way line and non-tangent with the following
described curve a distance of 483.04 feet to the most westerly corner of that
parcel of land described as Parcel 16-9A-HOV-2-RTD in deed recorded November 26,
1991 under Reception No. R-91-0116128, City and County of Denver Clerk and
Recorder’s Office;


 


THENCE northeasterly along the northwesterly line of
said Parcel 16-9A-HOV-2-RTD and along the arc of a curve to the left, having a
central angle of 05°49’41”, a radius of 1262.42 feet, a chord bearing of N31°42’31”E
a distance of 128.36 feet, and an arc distance of 128.41 feet to the
southwesterly line of the alley in said Hallack’s Addition to Denver and the
POINT OF BEGINNING;


 


THENCE continuing
along the arc of said curve to the left, having a
central angle of 0°45’25”, a radius of 1262.42 feet, a chord bearing of N28°24’59”E
a distance of 16.68 feet, and an arc distance of 16.68 feet to the-most westerly corner
of that parcel of land described as Parcel 16-9A-HOV-1-RTD in deed recorded November 26,
1991 under Reception No. R-91-0116128, said Clerk and Recorder’s Office;


 


THENCE S45°09’35”E along the northeasterly line of
said alley and non-tangent with the last described curve a distance of 121.56
feet to the northwesterly line of that portion of said alley vacated by
Ordinance No. 674, Series of 1996, said Clerk and Recorder’s Office;


 


THENCE S26°57’56”W along the northwesterly line of the
vacated portion of said alley a distance of 16.81 feet to the southwesterly
line of said alley;


 


THENCE N45°09’35”W along the southwesterly line of
said alley a distance of 122.00 feet to the POINT OF BEGINNING;


 


Containing 1,948 square feet, (0.045 Acres), more or
less.


 


Parcel 3A


 


A parcel of land being part of that property described
as Parcel 16-9A-HOV-2 in deed recorded September 25, 1991 under Reception No. R-91-0092658
City and County of Denver Clerk and Recorder’s Office being a part of Hallack’s
Addition to Denver located in the Southeast Quarter of the Southeast Quarter of
Section 28, Township 3 South, Range 68 West of the 6th Principal Meridian,
City and County of Denver, State of Colorado, more particularly described as
follows:


 


COMMENCING at the intersection of the northeasterly
right-of-way line of 19th Street with the southerly extension of the westerly
line of Block 6 Hoyt & Robinson’s Addition to Denver; THENCE N45°09’35”W
along said northeasterly right-of-way line and non-tangent with the following
described curve a distance of 442.42 feet to the most southerly corner of that
parcel of land described as Parcel 16-9A-HOV-2-RTD in deed recorded November 26,
1991 under Reception No. R-91-0116128 said Clerk and Recorder’s Office;


 


THENCE northeasterly along the southeasterly line of
said Parcel 16-9A-HOV-2-RTD and along the arc of a curve to the left, having a
central angle of l°34’02”, a radius of 1302.42 feet, a chord bearing of N34°09’22”E
a distance of 35.62 feet, and an arc distance of 35.63 feet to the most
northerly corner of 


 


C-4

















 


that parcel of land described as Parcel 19-CCD-3 in
Ordinance No. 144 Series of 2001 City and County of Denver being the
POINT OF BEGINNING;


 


THENCE continuing northeasterly. along the
southeasterly line of said Parcel 16-9A-HOV-2-RTD along the arc of a curve to
the left having a central angle of 4°04’21”, a radius of 1302.42 feet, a chord
bearing of N31°20’11”E a distance of 92.55 feet, and an arc distance of 92.57
feet;


 


THENCE S45°09’35E along the southwesterly line of the
Alley in said Hallack’s Addition to Denver non-tangent with the last described
curve a distance of 80.43 feet;


 


THENCE S31°16’29”W along the southeasterly line of
said Parcel 16-9A-HOV-2 a distance of 1.03 feet;


 


THENCE N45°09’35”W parallel with said southwesterly
line of the Alley in Hallack’s Addition to Denver a distance of 33.91 feet;


 


THENCE S44°50’25”W a distance of 88.99 feet;


 


THENCE N45°09’35”W along the northeasterly line of
said Parcel 19-CCD-3 a distance of 25.15 feet to the POINT OF BEGINNING.


 


Containing 3,219 square feet, more or less.


 


Parcel 4


 


A parcel of land being a portion of that property
described as Parcel 16-9A-HOV-1 in deed recorded September 25, 1991 under
Reception No. R-91-0092658, City and County of Denver Clerk and Recorder’s
Office being a part of the Southeast Quarter of the Southeast Quarter of Section 28,
Township 3 South, Range 68 West of the 6th Principal Meridian, City and County
of Denver, State of Colorado, more particularly described as follows:


 


COMMENCING at the Northwest Corner of said Southeast
Quarter of the Southeast Quarter of Section 28;


 


THENCE S89°58’03”E along the northerly line of said
Southeast Quarter of the Southeast Quarter of Section 28 a distance of
377.62 feet to the northwest corner of said Parcel 16-9A-HOV-1 being the POINT
OF BEGINNING;


 


THENCE continuing S89°58’03”E along said northerly
line of said Southeast Quarter of the Southeast Quarter of Section 28 a
distance of 138.88 feet;


 


THENCE S26°57’56”W along the southeasterly line of
said Parcel 16-9A-HOV-1 a distance of 268.79 feet;


 


THENCE N45°09’35”W along the northeasterly line of the
alley in Hallack’s Addition to Denver and non-tangent with the following
described curve a distance of 79.83 feet;


 


THENCE along the southeasterly and northerly lines of
a parcel of land described as Parcel 16-9A-HOV-1-RTD in deed recorded November 26,
1991 under Reception No. R-91-0116128, said Clerk and Recorder’s Office
the following two (2) courses:


 


1.                                      Northeasterly along the arc of a curve to the left, having a central
angle of 6°58’01”, a radius of 1302.42 feet, a chord bearing of N25°05’06”E a
distance of 158.27 feet, and an arc distance of 158.37 feet;


 


2.                                      THENCE N89°58’03”W along a line being 40.00 southerly of and parallel
with the northerly line of said Southeast Quarter of the Southeast Quarter of Section 28
and non-tangent with the last and following described curves a distance of
43.12 feet;


 


C-5

















 


THENCE northeasterly along the southeasterly
right-of-way line of the Burlington Northern Santa Fe Railroad an along the arc
of a curve to the left, having a central angle of 1°56’56”, a radius of 1262.42
feet, a chord bearing of N21°20’47”E a distance of 42.94 feet, and an arc
distance of 42.94 feet to the POINT OF BEGINNING.


 


Containing 20,235 square feet, (0.465 Acres), more or
less.


 


Parcel 8


 


A parcel of land being a portion of property described
as Parcel 16-12A-HOV-2 in deed recorded September 25, 1991 under Reception
No. R-91-0092658, City and County of Denver Clerk and Recorder’s Office
being a part of Block 9, Hoyt & Robinson’s Addition to Denver, located
in the Northeast Quarter of the Southeast Quarter of Section 28, Township
3 South, Range 68 West of the 6th Principal Meridian, City and County of
Denver, State of Colorado, more particularly described as follows:


 


COMMENCING at the Southeast corner of said Block 9;


 


THENCE N89°57’58”W along the southerly line of said
Block 9 a distance of 55.00 feet to the Southeast corner of said Parcel
16-12A-HOV-2 being the POINT OF BEGINNING;


 


THENCE continuing N89°57’58”W along said southerly
line of Block 9 a distance of 38.05 feet;


 


THENCE N17°42’15”E along the southeasterly line of a
parcel of land described as Parcel 16-12A-HOV-2-RTD in deed recorded November 26,
1991 under Reception No. 91-0116128, said Clerk and Recorder’s Office a
distance of 23.75 feet;


 


THENCE S53°41’36”E along the northeasterly line of
said Parcel 16-12A-HOV-2 a distance of 38.25 feet to the POINT OF BEGINNING.


 


Containing 431 square feet, more or less.


 


Parcel TK CML-R4


 


A parcel of land No. TK CML-R4 of the City and
County of Denver, State of Colorado, Regional Transportation District Project No. 32-UT-101,
containing 0.02 acre, more of less, being a portion of Lots 1 through 3, and a
portion of the vacated alley within Block 9, Hoyt & Robinson’s
Addition to Denver, per the plat which is on file with the Clerk and Recorders
Office, recorded in Book 1 at Page 26
on March 11, 1875, records of the City and County of Denver, situated in
the Northeast quarter of the Southeast quarter of Section 28, Township 3
South, Range 68 West of the Sixth Principal Meridian, City and County of
Denver, Colorado, said parcel being more particularly described as follows:


 


Commencing at the southeast corner of said Block 9;


 


Thence N89°56’31”W, along the south line of said
Block, a distance of 135.11 feet to the Point of Beginning;


 


Thence N89°56’31”W, continuing along said line, a
distance of 21.92 feet;


 


Thence N21°29’25”E a distance of 62.47 feet;


 


Thence S53°36’19”E a distance of 17.80 feet;


 


C-6

















 


Thence
S17°44’39”W a distance of 36.99 feet to a point
of curvature;


 


Thence along said curve to the right having a central
angle of 0°35’23”, a radius of 1262.42 feet, an arc length of 12.99 feet to the
Point of Beginning.


 


The above described parcel contains 1,060 square feet,
(0.02 acres), more or less.


 


Basis of Bearings: S68°44’39”E along the line from CPS
point no. 25-1 (a 3-1/4” aluminum cap in a range box), to control point no. 101
(an alloy cap set on a no. 5 rebar), as depicted on Colorado Division of
Highways right of way plan Federal Aid Project no. IR-25-2(198) prepared by
McClanahan Surveying, Inc.  Note:
the above mentioned bearings were determined by solar observation.


 


Parcel 16-9A-HOV-2-RTD


 


A
parcel of land 40’ in width, located in Hallack’s Addition to Denver, being a
part of the Southeast Quarter of the Southeast Quarter, Section 28,
Township 3 South, Range 68 West, 6th Principal Meridian, City and County of
Denver, State of Colorado, more particularly described as follows:


 


Commencing
at the intersection of the westerly line of Hoyt and Robinsons Addition to
Denver and the northeasterly line of 19th Street;


 


Thence
northwesterly along said northeasterly line of 19th Street and the
southwesterly line of said Hallack’s Addition to Denver, a distance of 442.42
feet to the Point of Beginning;


 


Thence
continuing northwesterly along said southwesterly line of Hallack’s Addition to
Denver, a distance of 40.63 feet to a point on a non-tangent curve which is the
southeasterly right-of-way line of Burlington Northern Railroad (Consolidated
Railroad Mainline);


 


Thence
northeasterly on a deflection angle to the right of 79°46’57” to the tangent of
said curve, along said curve to the left having a central angle of 5°49’41”, a
radius of 1,262.42 feet, an arc length of 128.41 feet to a point on a
non-tangent line, said point being on the southwesterly line of the alley
platted in Hallack’s Addition to Denver;


 


Thence
southeasterly on a deflection angle to the right of 106°02’44” from the tangent
of the last curve, along the southwesterly line of said alley, a distance of
41.58 feet to a point on a non-tangent curve;


 


Thence
southwesterly along said curve to the right having a central angle of 5°38’22”,
a radius of 1,302.42 feet, an arc length of 128.19 feet to the Point of
Beginning;


 


Said
parcel contains 5,133 square feet or 0.118 acre, more or less.


 


Parcel 16-9A-HOV-1-RTD


 


A
parcel of land 40’ in width, located in the Southeast Quarter of the Southeast
Quarter, Section 28, Township 3 South, Range 68 West, 6th Principal
Meridian, City and County of Denver, State of Colorado, more particularly
described as follows:


 


Commencing
at the northwest corner of said southeast quarter of the southeast quarter of Section 28;


 


Thence
easterly along the north line of said southeast quarter of the southeast
quarter of Section 28, a distance of 377.62 feet to a point on a
non-tangent curve which is the southeasterly right-of-way line of Burlington
Northern Railroad (Consolidated Railroad Mainline);


 


C-7

















 


Thence
southwesterly on a deflection angle to the right of 110°20’23” to the tangent
of said curve, along said curve to the right having a central angle of 1°56’56”
and a radius of 1,262.42 feet, an arc length of 42.94 feet to a point on a
non-tangent line, said point being the Point of Beginning; Thence easterly on a
deflection angle to the right of 112°17’19” from the tangent of the last curve,
along a line parallel with and 40 feet by perpendicular Measurement, south of
said north line of the southeast quarter of the southeast quarter of Section 28,
a distance of 43.12 feet to a point on a non-tangent curve;


 


Thence
southwesterly on a deflection angle to the right of 111’34’09” to the tangent
of said curve, along said curve to the right having a central angle of 6°58’00”
and a radius of 1,302.42 feet, an arc length of 158.36 feet to a point on a
non-tangent line which is the northeasterly line of the alley platted in
Hallack’s Addition to Denver;


 


Thence
northwesterly on a deflection angle to the right of 106°16’19” from the tangent
of the last curve, along the northeasterly line of said alley, a distance of
41.72 feet to a point on a non-tangent curve which is the said southeasterly
right-of-way line of Burlington Northern Railroad (Consolidated Railroad
Mainline);


 


Thence
northeasterly on a deflection angle to the right of 73°11’51” to the tangent of
said curve, along said curve to the left having a central of 5°43’00” and a
radius of 1,262.42 feet, an arc length of 125.96 feet to the Point of
Beginning;


 


Said
parcel contains 5,686 square feet or 0.131 acre more or less.


 


Parcel 16-12A-HOV-2-RTD


 


A
parcel of land 40’ in width, located in Block 9, Hoyt and Robinson’s Addition
to Denver, being a part of the Northeast Quarter of the Southeast Quarter of Section 28,
Township 3 South, Range 68 West of the 6th Principal Meridian,
City and County of Denver, State of Colorado, being more particularly described
as follows:


 


Commencing
at the southeast corner of said Block 9;


 


Thence
westerly along the south line of said Block 9, a distance of 93.05 feet to the
Point of Beginning;


 


Thence
continuing westerly along said south line of Block 9, a distance of 42.06 feet
to a point on a non-tangent curve which is the southeasterly right-of-way line
of Burlington Northern Railroad (Consolidated Railroad Mainline);


 


Thence
northeasterly along said southeasterly right-of-way the following two (2) courses:


 


1.             Thence on a deflection angle to the right of 108’16’30’
to the tangent of said curve, along said curve to the left having a central
angle of 0°35’21” and a radius of 1,262.42 feet, an arc length of 12.98 feet to
a point of tangent;


 


2.             Thence along said tangent, a distance of 37.00 feet;
Thence southeasterly on a deflection angle to the right of 108°35’13”, a
distance of 42.20 feet;


 


Thence
southwesterly on a deflection angle to the right of 71°24’47” a distance of
23.75 feet to the Point of Beginning;


 


Said
parcel contains 1,475 square feet or 0.0339 acre, more or less.


 


DOUGLAS COUNTY


 


The Santa Fe
Substation #3831


 


Lot 3-A,


 


Santa Fe Distribution Center, 4th Amendment


 


C-8

















 


GARFIELD COUNTY


 


CUEA Rifle
Substation #3688


 


TOWNSHIP 6 SOUTH, RANGE 93 WEST


SECTION 14: 
SE1/4 SE1/4 SW1/4


GARFIELD COUNTY, COLORADO


 


TOGETHER WITH all rights to ditches, reservoirs, and
wells, and all adjudicated and unadjudicated water rights and titles to surface
water and ground water on, under, used upon or in connection with or otherwise
appurtenant to said real property.


 


AND TOGETHER WITH all interest in and to that certain
warehouse, and the fixtures and equipment appurtenant thereto, commonly known
as the Rifle Warehouse, and located on the real property legally described as
follows:


 


SE1/4 NE1/4 SW1/4 OF SECTION 14, AND NE1/4 SE1/4
SW1/4 OF SECTION 14, ALL IN TOWNSHIP 6 SOUTH RANGE 93 WEST OF THE 6TH PM,
GARFIELD COUNTY, COLORADO.


 


AND


 


SW1/4 SE1/4 SECTION 14 TOWNSHIP 6 SOUTH RANGE 93
WEST OF THE 6TH P.M., GARFIELD COUNTY, COLORADO.


 


JEFFERSON COUNTY


 


North Metro
Headquarters #3676


 


That portion of the East 16 acres of the North 42.5
acres of the North one-half of the Southeast quarter (N1/2 SE1/4) of Section 12,
Township 3 South, Range 69 West of the 6th principal meridian, described as
follows: commencing at a point which lies
30 feet West, and a distance of 701.25 feet South of the Northeast
corner of said Southeast quarter (SE1/4) of Section 12; thence West along
the South line of said 16 acres, being also the North line of Landsdale
Gardens, as filed in the records of Jefferson County, State of Colorado, a
distance of 732.30 feet to a point which lies a distance of 208.75 feet East of
the West line of said 16 acres; thence North, parallel with the West line, a
distance of 442.5 feet to the true point of beginning; thence continuing North
and parallel with said West line, a distance of 238.75 feet to the South line
of West 60th Avenue; thence East parallel with the North line of said Southeast
quarter (SE1/4) of Section 12, the distance of 561.70 feet, more or less,
to the right-of-way of the Colorado State Highway Department; thence South 0
degrees 22 minutes 30 seconds East, a distance of 138.50 feet; thence South 54
degrees 27 minutes 00 seconds East, a distance of 170.4 feet; thence South 24 degrees 06 minutes 30 seconds
East, a distance of 1.29 feet to a point which lies a distance of 258.75 feet
South of said North line of said Southeast quarter (SE1/4) of Section 12;
thence West parallel to said North line of the said Southeast quarter (SE1/4) of section 12, a distance of 701.77 feet, more
or less, to the true point of beginning, County of Jefferson, State of
Colorado, excepting therefrom the West 208.75 feet and except that portion
conveyed to the City of Arvada in deed recorded December 17, 1985 under
Reception No. 85122008 and November 13, 1986 at Reception No. 86140506,
County of Jefferson, State of Colorado.


 


C-9

















 


ALSO KNOWN AND NUMBERED AS:


 


North Metro Headquarters
Office Building


5460 West 60th Avenue


Arvada, Colorado


 


TOGETHER WITH all water, water rights, rights to
ditches and reservoirs, oil, gas, other hydrocarbons, minerals, mineral
interests, buildings, improvements, fixtures and other items of real property
located on, or appurtenant to the foregoing lands.


 


West
Substation Site #3786


 


Lot 7, Block 1, STEVINSON DENVER WEST CENTER 10th
AVENUE AND HAWTHORNE ROAD FILING NO. 1, LOT LINE ADJUSTMENT NO. 1 PLAT, the
plat of which is recorded December 17, 1999 in the Jefferson County Clerk
and recorder’s Office in Plat Book 151 at page 45 at Reception No. F0992335,
County of Jefferson, State of Colorado.


 


Hog back – Bergen
Park (Bergen Development Tract) #2148


 


A TRACT OR PARCEL OF LAND NO 306X OF THE DEPARTMENT OF
TRANSPORTATION, STATE OF COLORADO, PROJECT NO. FC(CX)074-1(3) CONTAINING
..294 HECTARES/2936.8 SQUARE METERS (.726 ACRES/31612 SQUARE FEET), MORE OR
LESS, AND BEING LOCATED IN THE NORTHWEST ONE-QUARTER OF SECTION 21,
TOWNSHIP 4 SOUTH, RANGE 71 WEST OF THE SIXTH PRINCIPAL MERIDIAN, COUNTY OF
JEFFERSON, STATE OF COLORADO, BEING MORE PARTICULARLY DESCRIBED IN PARCELS AS
FOLLOWS:


 


BEGINNING AT A POINT IN THE EAST LINE OF THE NORTHWEST
ONE-QUARTER OF SAID SECTION 21, BEING DISTANT THEREON N. 01° 59’ 48” W., A
DISTANCE OF 417.495 METERS (1369.73 FEET) FROM THE CENTER ONE-QUARTER OF SAID SECTION 21,
THENCE LEAVING SAID EAST LINE S. 84° 36’ 40” W. A DISTANCE OF 130.580 METERS
(428.41 FEET), THENCE N. 57° 02’ 28’’ W.
A DISTANCE OF 63.904 METERS (209.66 FEET) TO THE TRUE POINT OF
BEGINNING;


 


1.                                      Thence N. 57° 02’ 29” W., a distance of 304.307 meters (998.38 feet);


 


2.                                      Thence along the arc of a curve to the right having a radius of 752.516
meters (2468.88 feet), a distance of 40.592 meters (133.18 feet), (the chord of
said arc bears S. 46° 08’ 53” E., a distance of 40.587 meters (133.16 feet));


 


3.                                      Thence S. 44° 36’ 10”
E., a distance of 23.500 meters (77.10 feet);


 


4.                                      Thence S. 44° 35’ 42” E., a distance of 12.189 meters (39.99 feet);


 


5.                                      Thence along the arc of a curve to the left having a radius of 211.032
meters (692.36 feet), a distance of 56.744 meters (186.17 feet), (the chord of
said arc bears S. 52° 18’ 22” E., a distance of 56.573 meters (185.61 feet));


 


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6.                                    Thence along the arc of a curve to the left having a radius of 308.781
meters (1013.06 feet), a distance of 62.538 meters (205.18 feet), (the chord of
said arc bears S. 65° 48’ 39” E., a distance of 62.431 meters (204.83 feet));


 


7.                                    Thence S. 71° 36’ 46” E., a distance of 9.693 meters (31.80);


 


8.                                    Thence along the arc of a curve to the right having a radius of 222.636
meters (730.43 feet), a distance of 58.175 meters (190.86 feet), (the chord of
said arc bears S. 64° 07’ 38”
E., a distance of 58.009 meters (190.32 feet));


 


9.                                    Thence S. 56° 38’ 31” E., a distance of 25.695 meters (84.30 feet);


 


10.                              Thence along the arc of a curve to the left having a radius of 145.652
meters (477.86 feet), a distance of 18.923 meters (62.08 feet), (the chord of
said arc bears S. 60° 21’ 49” E., a distance of 18.910 meters (62.04 feet)),
more or less, to the TRUE POINT OF BEGINNING;


 


The above described parcel contains .294
hectares/2936.8 square meters (.726 acres/31612 square feet), more or less.


 


BASIS OF BEARINGS: N. 89° 31’ 18” W., FROM A CDOH TYPE
2 CONTROL MONUMENT (A 3-1/4” ALUMINUM CAP) CP-225, STAMPED “STATE HIGHWAY 74,
MILE POST 1.8, CONTROL MONUMENT”: AND ANOTHER CDOH TYPE 2 CONTROL MONUMENT
CP-226, STAMPED “STATE HIGHWAY 74, MILE POST 1.9, CONTROL MONUMENT”.


 


Plains End
Switching Station #3821


 


Parcel C


Plains End
Minor Subdivision,


County of
Jefferson,


State of Colorado


 


MESA COUNTY


 


Debeque
Substation #3794


 


Parcel 3


 


A parcel of land located in the SE1/4 NW1/4 Section 27,
Township 8 South, Range 97 West of the 6th Principal Meridian, Town of Debeque,
Mesa County, Colorado.  Being for a 30
foot road as exists along and upon said property, 15 feet on each side of the
centerline, the centerline more particularly described as follows:


 


Commencing at the southeast corner of an existing
Public Service Company of Colorado (PSCo) substation property, as recorded with
the Mesa County Clerk and Recorder in Book 1893, Page 200, Reception No. 1599266,
whence the S1/4 Corner of said Section 27 bears S7°18’12” E a distance of
3435.96 feet, also whence the C1/4 Corner of said Section 27 bears S35°57’42”E
a distance of 948.05 feet;


 


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Thence North along the east line of said PSCo
property, a distance of 150 feet to the northeast corner of said property;


 


Thence S74°14’00”W along the North line of said PSCo
property, a distance of 37.09 feet to the True Point of Beginning;


 


Thence N26°18’59”E a distance of 101.73 feet to a
point;


 


Thence N32°04’49”E a distance of 151.88 feet to a
point;


 


Thence N20°04’57”W a distance of 116.67 feet to a
point;


 


Thence N49°21’58”W a distance of 65.84 feet to a
point;


 


Thence N83°20’24”W a distance of 46.68 feet to a
point;


 


Thence S85°53’28”W a distance of 159.16 feet to a
point on the west property line of the Town of Debeque.


 


Containing: 
19259  Sq. Ft. or 0.442 Acres,
More or Less


 


Parcel 7


 


A parcel of land located in the SE1/4 NW1/4 Section 27,
Township 8 South, Range 97 West of the 6th Principal Meridian, Town of Debeque,
Mesa County, Colorado, more particularly described as follows:


 


Beginning at the southeast corner of an existing
Public Service Company of Colorado (PSCo) substation property, as recorded with
the Mesa County Clerk and
Recorder in Book 1893, Page 200, Reception No. 1599266, whence the
S1/4 Corner of said Section 27 bears S7°18’12” E a distance of 3435.96
feet, also whence the C1/4 Corner of said Section 27 bears S35°57’42”E a
distance of 948.05 feet;


 


Thence North along the east line of said PSCo
property, a distance of 150.00 feet to the northeast corner of said property;


 


Thence continuing North, a distance of 50.00 feet to a
point;


 


Thence S74°14’00”W a distance of 45.36 feet to a
point;


 


Thence S39°02’17”W a distance of 83.49 feet to the
northwest corner of said property;


 


Thence South a distance of 150.00 feet to the
southwest corner of said property, also being a point on the north line of the
Southern Pacific RR (formerly D&RG RR) property;


 


Thence N74°14’00”E along said south line of PSCo
property, also being the north line of said Southern Pacific RR, a distance of
100.00 feet to the Point of Beginning;


 


Containing:  17933 Sq. Ft. or 0.412 Acres, More or
Less


 


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MONTROSE COUNTY


 


Montrose Substation #3730


 


A tract of land containing 28.79 acres, more or less,
located in the SW1/4 SE1/4 of Section 3, Township 48 North, Range 10 West,
N.M.P.M., Montrose County, State of Colorado described as follows:


 


That part of the SW1/4 SE1/4 of Section 3,
Township 48 North, Range 10 West, N.M.P.M., lying North of Colorado State
Highway 90, and described in the deed from Jim Longwell and Barbara Longwell to
Colorado-Ute Electric Association, Inc. dated March 19, 1976, and
recorded in Book 627 Page 266 of the records of Montrose County, Colorado,
and the Westerly 120 feet of that part of the SE1/4 SE1/4 of said Section 3,
Township 48 North, Range 10 West, N.M.P.M., as described in the deed from Mary
Alice Gaunt to Colorado-Ute Electric Association, Inc. dated February 15,
1961, and recorded in Book 508, Page 321 of the records of Montrose
County, Colorado;


 


Together with the following described access easement:


 


An Access Road 30 feet in width, lying 15 feet on
either side of the following described centerline:


 


Beginning at a point on the centerline of Colorado
State Highway 90, said point being N 22°06’09” W a distance of 1041.73
feet from the southeast corner of Section 3, Township 48 North, Range 10
West, N.M.P.M.


 


Thence S 71°14’36” W a distance of 177.25 feet to a
point of curve


 


Thence along a curve having a Delta of 54°39’45” right
an Arc distance of 221.51 feet, said curve having a Radius of 232.18 feet.


 


Thence N 54°05’39” W a distance of 80.56 feet to a
point of curve.


 


Thence along a curve having a Delta of 60°56’26” left
an Arc distance of 216.94 feet, said curve having a Radius of 203.96 feet.


 


Thence S 64°57’56” W a distance of 183 feet more or
less.


 


Last said distance intended to end on that certain
East line of that 120 foot wide strip described above.


 


The above, described centerline is approximately 1744
feet long.


 


PARK COUNTY


 


The Alma Substation #3855


 


A
portion of Government Lot 1 (sometimes referred to as the West half of the
Northwest Quarter), Section 18, Township 9 South,


Range
77 West of the 6th Principal Meridian,


Park
County, Colorado,


being
more particularly described as follows:


 


Beginning
at the Southwest corner of said Government Lot 1;


Thence
North 00 degrees 49 minutes 37 seconds East along the Westerly line of said
Government Lot 1, a distance of 1037.64 feet;


 


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thence
North 79 degrees 23 minutes 56 seconds East along the Southerly line of a
parcel of land deeded to Park County in Book 250 at Page 480, and


 


non-tangent
with the following described curve, a distance of 841.19 feet;


 


thence
the following two (2) courses along the Southwesterly right of way line of
a parcel of land described in document obtained from the Colorado Department of
Highways Right-Of-Way Department titled Right-Of-Way Required from L. J.
Almgren, last revised May 22, 1939:


 


1)                                      along the arc
of a curve to the right having a central angle of 01 degree 56 minutes 02
seconds, a radius of 5,680.00 feet, a chord bearing of South 23 degrees 59
minutes 12 seconds East, a distance of 191.71 feet, and an arc distance of
191.72 feet;


 


2)                                      thence South 23
degrees 01 minute 11 seconds East tangent with the last described curve, a
distance of 321.21 feet;


 


thence
South 85 degrees 17 minutes 43 seconds West, a distance of 208.43 feet;


 


thence
South 23 degrees 01 minutes 11 seconds East, a distance of 156.35 feet;


 


thence
South 85 degrees 17 minutes 43 seconds West, a distance of 418.97 feet;


 


thence
South 04 degrees 42 minutes 17 seconds East, a distance of 262.27 feet;


 


thence
South 85 degrees 17 minutes 43 seconds West, a distance of 125.00 feet;


 


thence
South 04 degrees 42 minutes 17 seconds East, a distance of 222.63 feet;


 


thence
South 85 degrees 17 minutes 43 seconds West along the Southerly line of said
Government Lot 1, a distance of 397.74 feet to the Point of Beginning,


 


Containing
17.471 ACRES


 


County
of Park


 


State
of Colorado


 


PROWERS COUNTY


 


Laman
Substation #3729


 


All that parcel of land located in the Southeast
Quarter of Section 24, Township 21 South, Range 46 West of the Sixth
Principal Meridian, Prowers County, CO, being more particularly described as
follows:


 


BEGINNING at the Northwest corner of said Southeast
Quarter; thence N87°22’40”E along the Northerly line of said Southeast Quarter
a distance of 1457.29 feet; thence S01°12’33”E parallel with the Westerly line
of said Southeast Quarter a distance of 1437.00 feet; thence S87°22’40”W
parallel with the Northerly line of said Southeast Quarter a distance of
1457.29 feet; thence N01°12’33”W along the Westerly line of said Southeast
Quarter a distance of 1437.00 feet to the Point of Beginning and containing
48.060 acres.


 


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ROUTT COUNTY


 


Bogle
Farms #3717


 


An
undivided 52.65% interest in and to the following real property in Routt
County, Colorado:


 


TOWNSHIP 5 NORTH, RANGE 87 WEST of the 6th P.M.


 


Section 16:                                                             NW1/4, NW1/4SE1/4, NE1/4SW1/4.


 


Section 17:                                                             A portion of the NE1/4 and NW1/4SE1/4 lying East of the following
described line: Beginning at a point on the North line of said NE1/4, whence
the Northeast Corner of said Section 17 bears N. 89°51’ E. 489.2 feet;
thence S. 28°26’ W. 4508.8 feet to the Southwest Corner of said NW1/4SE1/4.

S1/2SE1/4, SE1/4SW1/4


 


Section 20:                  NE1/4NW1/4, N1/2NE1/4.


 


TOWNSHIP 5 NORTH, RANGE 88 WEST OF THE 6th P.M.


 


Section 9:                                                                    NE1/4SW1/4, SE1/4NW1/4 (except for a tract of approximately 19 acres
described in Book 328 at Page 14), W1/2NE1/4; (except a tract over the
described portions of Section 9, of approximately 10.568 acres for a right
of way described in Book 467 at page 407), SE1/4SE1/4.


 


Section 10:                                                              All.


 


Section 15:                                                              N1/2.


 


Section 22:                                                              S1/2S1/2.


 


Section 27:                                                              NW1/4.


 


WELD COUNTY


 


Glover Tract
#2228 / White Tract #2291


 


A PARCEL OF LAND LOCATED IN THE NORTHWEST ONE-QUARTER
OF SECTION 8, TOWNSHIP 5 NORTH, RANGE 66 WEST, OF THE SIXTH PRINCIPAL
MERIDIAN, COUNTY OF WELD, STATE OF COLORADO, MORE PARTICULARLY DESCRIBED AS
FOLLOWS:


 


THAT PORTION OF THE WESTERLY 265.00 FEET OF THE SOUTH
HALF OF THE SOUTH HALF OF SAID NORTHWEST ONE QUARTER OF SECTION 8, LYING
NORTH OF A LINE AS DESCRIBED IN WARRANTY DEED FILED AUGUST 5, 1969 IN THE
OFFICE OF THE CLERK AND RECORDER OF SAID WELD COUNTY, AT BOOK 613, UNDER
RECEPTION NO. 1534956. SAID LINE BEING DESCRIBED AS FOLLOWS: BEGINNING AT A
POINT ON THE WEST LINE OF SAID NORTHWEST ONE QUARTER OF SECTION 8, 2576.5
FEET SOUTH OF THE COMMON CORNER TO SECTIONS 5, 6, 7 AND 8; THENCE IN A
NORTHEASTERLY DIRECTION TO A POINT 891 FEET EAST AND 1699.5 FEET SOUTH OF THE
SAID COMMON CORNER, WELD COUNTY COLORADO.


 


CONTAINING A CALCULATED AREA OF 123,512 SQUARE FEET OR
2.835 ACRES.


 


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Keensburg 230
KV Transmission Substation #3865


 


Lot B of Recorded Exemption No. 1305-28-4
RE 4596, recorded April 30, 2007 at Reception No. 3472021, being a
part of the SE1/4 of Section 28, Township 2 North, Range 64 West of the
6th P.M., County of Weld, State of Colorado


 


Arrowhead
Substation #3862


 


Lot 3, Owl Tree Subdivision Filing No. 1,
as recorded May 8, 2007 at Reception No. 3474524, County of Weld,
State of Colorado


 


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